UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
|
Date
of Report (Date of earliest event reported):
|
November
2, 2007
|
|
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52103
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20-4062622
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|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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Building
A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong,
518111, China
(Address,
including zip code, of principal executive offices)
|
Registrant’s
telephone number, including area code
|
(86)
755-89686238
|
|
SRKP 11,
INC.
4737
North Ocean Dr., Suite 207, Lauderdale by the Sea, FL 33308
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement.
See
Item
2.01, below, regarding the discussion of the Subscription Agreement relating
to
the private placement of 2,836,364 shares of our common stock. The Subscription
Agreement is attached hereto as
Exhibit
10.1
.
See
Item 2.01, below, regarding the discussion of the Share Exchange Agreement
dated
October 20, 2007, which is attached hereto as
Exhibit
2.1
.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
OVERVIEW
As
used
in this report, unless otherwise indicated, the terms “we”, “Company” and
“Highpower” refer to Hong Kong Highpower Technology, Inc., a Delaware
corporation, formerly known as SRKP 11, Inc. (“SRKP 11”), and its
wholly-owned subsidiary, Hong Kong Highpower Technology Company Limited., a
Hong
Kong corporation (“HKHT”), and its wholly-owned subsidiary Shenzhen Highpower
Technology Co., Ltd., a company organized under the laws of the People’s
Republic of China (“Shenzhen Highpower”). “China” or “PRC” refers to the
People’s Republic of China. “RMB” or “Renminbi” refers to the legal currency of
China and “$” or “U.S. Dollars” refers to the legal currency of the United
States.
SRKP 11
was incorporated in the State of Delaware on January 3, 2006. SRKP 11 was
originally organized as a “blank check” shell company to investigate and acquire
a target company or business seeking the perceived advantages of being a
publicly held corporation.
On
November 2, 2007, SRKP 11 (i) closed a share exchange transaction,
described below, pursuant to which SRKP 11 became the 100% parent of HKHT,
(ii)
assumed the operations of HKHT and its subsidiary, and (iii) changed its name
from SRKP 11, Inc. to Hong Kong Highpower Technology, Inc.
Highpower
specializes in the development, manufacturing and marketing of Nickel Metal
Hydride rechargeable batteries and related products primarily in China. Our
batteries are used in a variety of electronic devices, including:
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·
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personal
portable electronic devices, such as digital cameras, DVD players,
electric razors and electric
toothbrushes;
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·
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electric
toys, such as radio-controlled cars;
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·
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industrial
applications, such as
industrial lighting, medical devices and communications
equipment;
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Our
manufacturing and products development facilities are located in the PRC, which
enables us to produce cost-effective products and increases our competitiveness
in the rechargeable battery market. Most of our products are distributed
worldwide to markets in Europe, the United States, China, Hong Kong, Southeast
Asia, Taiwan and emerging markets, such as India, Latin America, and
Russia.
Shenzhen
Highpower and HKHT were founded in founded in 2001 and 2003, respectively.
Our
corporate offices are located at Building A1, Luoshan Industrial Zone, Shanxia,
Pinghu, Longgang, Shenzhen, Guangdong, 518111, China.
PRINCIPAL
TERMS OF THE SHARE EXCHANGE
On
October 20, 2007, SRKP 11 entered into a share exchange agreement (the “Exchange
Agreement”) with HKHT and all of the shareholders of HKHT. Pursuant to the
Exchange Agreement, SRKP 11 agreed to issue an aggregate of 14,798,328 shares
of
its common stock in exchange for all of the issued and outstanding securities
of
HKHT (the “Share Exchange”). The Share Exchange closed on November 2, 2007.
Upon
the
closing of the Share Exchange, SRKP 11 issued an aggregate of 14,798,328 shares
of its common stock to the shareholders of HKHT in exchange for all of the
issued and outstanding securities of HKHT. Prior to the closing of the Share
Exchange and the Private Placement, as described below, shareholders of
SRKP 11 agreed to the cancellation of an aggregate of 2,556,602 shares held
by them such that there were 2,843,398 shares of common stock outstanding
immediately prior to the Share Exchange and Private Placement. SRKP 11
issued no fractional shares in connection with the Share Exchange.
Immediately
after the closing of the Share Exchange and Private Placement, we had 20,478,090
outstanding shares of common stock, no shares of Preferred Stock, no options,
and no warrants.
Pursuant
to the terms of the Share Exchange, we agreed to register a total of 2,843,398
shares of common stock held by stockholders of SRKP 11 immediately prior to
the
Share Exchange. Of these shares, 1,307,963 shares would be covered by the
registration statement filed in connection with the Private Placement (described
below) and 1,535,435 shares will be included in a subsequent registration
statement filed by us within 10 days after the end of the six-month period
that
immediately follows the date on which we file the registration statement to
register the shares issued in the Private Placement.
Immediately
after the closing of the Share Exchange, on November 2, 2007, SRKP 11
changed its corporate name from “SRKP 11, Inc.” to “Hong Kong Highpower
Technology, Inc.” Our shares of common stock are not currently listed or quoted
for trading on any national securities exchange or national quotation system.
We
intend to apply for the listing of our common stock on the American Stock
Exchange. The transactions contemplated by the Exchange Agreement, as amended,
were intended to be a “tax-free” incorporation pursuant to the provisions of
Section 351 of the Internal Revenue Code of 1986, as amended.
The
execution of the Exchange Agreement was reported in a Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 22, 2007 and a
copy
of the Exchange Agreement is filed as
Exhibit
2.1
to this
Current Report on Form 8-K.
THE
PRIVATE PLACEMENT
On
November 2, 2007, concurrently with the close of the Share Exchange, we closed
a
private placement transaction (the “Private Placement”). Pursuant to
Subscription Agreements entered into with the investors, we sold an aggregate
of
2,836,364 shares of common stock at $1.10 per share. The Company agreed to
file
a registration statement covering the common stock sold in the private placement
within 30 days of the closing of the Share Exchange pursuant to the subscription
agreement with each investor, a form of which is attached hereto as
Exhibit
10.1
.
The
investors in the Private Placement also entered into a lock up agreement
pursuant to which they agreed not to sell their shares until ninety (90) days
after the Company’s common stock begins to be listed or quoted on either the New
York Stock Exchange, American Stock Exchange, NASDAQ Global Market, NASDAQ
Capital Market or the OTC Bulletin Board, when one-tenth of their shares are
released from the lock up, after which their shares will automatically be
released from the lock up on a monthly basis pro rata over a nine month period.
After commissions and expenses, the Company received net proceeds of
approximately $2,618,000 in the Private Placement. WestPark Capital, Inc.
(“WestPark”) acted as placement agent in connection with the Private Placement.
For its services as placement agent, WestPark was paid a commission equal to
10%
of the gross proceeds from the financing, in addition to a $40,000 success
fee
for the Share Exchange, for an aggregate fee of $352,000. Some of the
controlling stockholders and control persons of WestPark were also, prior to
the
completion of the Share Exchange, controlling stockholders and control persons
of the Company, including Richard Rappaport, who is the Chief Executive Officer
of WestPark and was the President and a significant stockholder of the Company
prior to the Share Exchange, and Anthony C. Pintsopoulos, who is the Chief
Financial Officer of WestPark and was one of the Company’s controlling
stockholders and an officer and director prior to the Share Exchange. Each
of
Messrs. Rappaport and Pintsopoulos resigned from all of their executive and
director positions with the Company upon the closing of the Share
Exchange.
THIS
CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD
IN
THE PRIVATE PLACEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,
AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION.
HIGHPOWER’S
BUSINESS
Industry
General
Rapid
advancements in electronic technology have expanded the number of
battery-powered devices in recent years. As these devices have come to feature
more sophisticated functions, more compact sizes and lighter weights, the
sources of power that operate these products have been required to deliver
increasingly higher levels of energy. This has stimulated consumer demand for
higher-energy batteries capable of delivering longer service between recharges
or battery replacement. In contrast to non-rechargeable batteries, after a
rechargeable battery is discharged, it can be recharged and reused many times.
Rechargeable batteries generally can be used in many non- rechargeable battery
applications, as well as high energy drain applications such as electric toys,
power tools, portable computers and other electronics, medical devices, and
many
other consumer products.
High
energy density and long achievable cycle life are important characteristics
of
rechargeable battery technologies. Energy density refers to the total electrical
energy per unit volume stored in a battery. High energy density batteries
generally are longer lasting power sources providing longer operating time
and
necessitating fewer battery recharges. Greater energy density will permit the
use of batteries of a given weight or volume for a longer time period. Long
cycle life is a preferred feature of a rechargeable battery because it allows
the user to charge and recharge many times before noticing a difference in
performance. Long achievable cycle life, particularly in combination with high
energy density, is desirable for applications requiring frequent battery
recharges.
The
initial technology for rechargeable batteries was nickel cadmium (“Ni-Cad”).
Ni-Cad batteries are offered in a variety of sizes and shapes but suffer from
low energy density and low cycle life. In addition, disposal of Ni-Cad batteries
poses environmental issues due to the high toxicity level of cadmium. To meet
the demand for higher performing rechargeable batteries, nickel-metal hydride
(“Ni-MH”) batteries were developed. Electrically, Ni-MH batteries are similar to
the Ni-Cad counterparts but utilize a hydrogen-absorbing alloy instead of
cadmium. High capacity Ni-MH batteries can replace Ni-Cad batteries in many
devices because they operate on the same voltage and possess similar power
and
fast charge capabilities, while offering the advantage of greater energy
density. In devices such as power tools, electric toys, personal portable
electronic devices and electric vehicles, Ni-MH batteries optimize equipment
performance. Ni-MH batteries have several advantages including:
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•
High
capacity
-
Because of the use of hydrogen as a cathode material, Ni-MH batteries
have
up to a 40 percent longer service life than ordinary Ni-Cad batteries
of
equivalent size.
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•
Long
cycle life
-
Up to 1,000 charge/discharge cycles.
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•
No
memory effect
-
Ni-Cad batteries suffer from a memory effect - when charging, the
user
must ensure that they are totally flat first, otherwise they 'remember'
how much charge they used to have and die much quicker. Ni-MH batteries
have a negligible memory effect, making charging quicker and more
convenient.
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•
Performs
at extreme temperatures
-
Capable of operation on discharge from -20
°
C
to 50
°
C
(-4
°
F
to 122
°
F)
and charge from 0
°
C
to 45
°
C
(32
°
F
to 113
º
F).
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•
Environmentally
friendly
-
Zero percent cadmium or other toxic chemicals such as
mercury.
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•
Cost
efficiency
-
Rechargeable Ni-MH batteries are substantially less expensive than
rechargeable lithium-ion batteries.
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China
China’s
market share of battery production is expected to increase. China has a number
of benefits in battery manufacturing, which are expected to drive this
growth:
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—
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Low
Costs
.
China continues to have a significant low cost of labor as well as
easy
access to raw materials and land.
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—
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Proximity
to electronics supply chain
.
Electronics manufacturing in general continues to shift to China,
giving
China-based manufacturers a further cost and cycle time
advantage.
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—
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Proximity
to end-markets
.
China has focused in recent years on building its research, development
and engineering skill base in all aspects of higher end manufacturing,
including batteries.
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Competitive
Strengths
We
believe the following competitive strengths contribute to our success and
differentiate us from our competitors:
Experienced
management team
Our
senior management team has extensive business and industry experience. Our
principal stockholder and Chairman, Mr. Dang Yu Pan, has over 10 years of
experience in China’s battery industry. Additionally, other members of our
senior management team have significant experience with respect to other key
aspects of our operations, including product design, manufacturing, and sales
and marketing.
Market
position
Since
our
inception, we have primarily focused on the research, development and
manufacture of Ni-MH battery cells. We have developed significant expertise
in
Ni-MH battery technology and large-scale manufacturing that enables us to
improve the quality of our products, reduce costs, and keep pace with evolving
industry standards. Our Ni-MH rechargeable batteries have been developed to
respond to a number of specific market requirements such as recyclability,
high
power, high energy density, long life, low cost and other important
characteristics for consumer and OEM applications. They are suitable for almost
all applications where high currents and deep discharges are
required.
Well-established
distribution channels
We
sell
our products to original equipment manufacturers and a well-established network
of distributors and resellers, allowing us to penetrate customer markets
worldwide. Our relationship with many of our distributors extends from our
inception in 2001. We also continue to screen and identify our strongest
customers in each distribution channel and to focus our sales efforts towards
the largest and fastest growing distributors and resellers.
Proven
product manufacturing capabilities
We
selectively use automation in our manufacturing process to ensure a high
uniformity and precision in our products while maintaining our
cost-competitiveness. We use automated machinery in key stages of the
manufacturing process while using manual labor for other stages to take
advantage of the availability of low-cost, skilled labor in China. We have
received several accreditations, including The International Organization for
Standardization (ISO) 9001: 2000, ISO 14001, Conformity Europende (CE) and
Underwriters Laboratories Inc. (UL), attesting to our quality management
requirements, manufacturing safety, controls, procedures and environmental
performance.
Customer
service expertise
We
work
closely with our major customers in order to ensure high levels of customer
satisfaction. To provide superior service and foster customer trust and loyalty,
we offer flexible delivery methods and product feedback opportunities to our
customers. Our sales representatives and marketing personnel undergo extensive
training, providing them with the skills necessary to answer product and
service-related questions, proactively educate potential customers about our
products, and promptly resolve customer inquiries.
Our
Strategy
Our
goal
is to become a global leader in the development and manufacture of rechargeable
battery products. We intend to achieve this goal by implementing the following
strategies:
Continue
to pursue cost-effective opportunities
Our
operating model, coupled with our modern manufacturing processes, has resulted
in economies of scale, a low cost structure, and an ability to respond rapidly
to customer demands. We intend to achieve greater cost-effectiveness by
expanding our production capacity, increasing our productivity and efficiency
in
the manufacturing process and seeking to reducing the per unit cost of
production through the use of advanced technologies.
Aggressively
pursue distribution channels
We
intend
to broaden the scope of our distribution arrangements to increase sales
penetration in targeted markets. We intend to select additional distributors
based on their access to markets and retail outlets that are candidates for
our
products. In addition, we intend to expand our international sales presence
and
diversify our revenue sources by taking efforts to increase the percentage
of
our net revenues attributable to sales to emerging new markets.
Expand
existing and new product offerings
Since
the
commencement of our battery operations in 2001, we have expanded our product
offerings to over ten product lines, which include in each product line
batteries of varying sizes, capacities and voltages. We intend to expand our
existing lines of Ni-MH batteries for use in other applications, such as
hybrid-electric cars, and devote additional resources to the development of
a
line of lithium-polymer batteries for higher-end, high-performance applications,
such as laptop batteries.
Enhance
marketing efforts to increase brand awareness
We
continue to devote our efforts towards brand development and utilize marketing
concepts in an attempt to enhance the marketability of our products.
Products
Our
Ni-MH
rechargeable batteries are versatile solutions for many diverse applications
due
to their long life, environmentally friendly materials, high power and energy,
low cost and safe applications. Developed to meet the requirement for
increasingly higher levels of energy demanded by today’s electronic products,
our Ni-MH rechargeable batteries can offer up to increased capacity and higher
energy density over similarly sized standard Ni-Cad rechargeable batteries.
As a
result, users can expect a longer time between charges and longer running time.
Our Ni-MH rechargeable batteries are available in both cylindrical and prismatic
shapes.
We
produce an extensive line of batteries, falling into two main
categories:
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·
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Consumer
Batteries - Relative to ordinary Ni-Cad rechargeable batteries, as
well as
their non-rechargeable counterparts, our Ni-MH batteries offer higher
power capacity allowing for longer working time and shortened charging
time during equivalent working periods. We produce A, AA and AAA
sized
batteries in blister packing as well as chargers and battery
packs.
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·
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Industrial
Batteries - These batteries are designed for electric bikes, power
tools
and electric toys. They are specifically designed for high-drain
discharge
applications, possessing low internal resistance, more power, and
longer
discharging time.
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We
also
recycle batteries and resell the recycled materials to some of our customers.
We
are currently testing this market and anticipate expanding our battery recycling
operations in the future.
Net
sales
for each of our product segments as a percentage of net sales is set forth
below:
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Six Months Ended
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Year Ended December 31,
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June 30, 2007
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2006
|
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2005
|
|
2004
|
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|
Consumer
Batteries
|
|
|
84
|
%
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|
77
|
%
|
|
84
|
%
|
|
89
|
%
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|
Industrial
Batteries
|
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|
15
|
%
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|
21
|
|
|
14
|
|
|
10
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|
|
Materials
|
|
|
1
|
%
|
|
2
|
|
|
2
|
|
|
1
|
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
We
are
currently devoting research and development and other resources towards the
development of a line of lithium-polymer batteries for higher-end,
high-performance applications.
Supply
of Raw Materials
The
cost
of the raw materials used in our rechargeable batteries is a key factor in
the
pricing of our products. We purchase materials in volume which allows us the
ability to negotiate better pricing with our suppliers. Our purchasing
department locates eligible suppliers of raw materials striving to use only
those suppliers who have previously demonstrated quality control and
reliability.
Currently,
we purchase our raw materials, consisting primarily of metal materials including
nickelous oxide, nickel foam, metal hydride alloy and other battery components,
such as membranes, from suppliers located in China and Japan. We believe that
the raw materials and components used in manufacturing our rechargeable
batteries are available from enough sources to be able to satisfy our
manufacturing needs; however, some of our materials, such as nickel, are
available from a limited number of suppliers. Our top three suppliers of nickel
account for 70% of our nickel supply. Presently, our relationships with our
current suppliers are generally good and we expect that our suppliers will
be
able to meet the anticipated demand for our products in the future.
At
times,
the pricing and availability of raw materials can be volatile, attributable
to
numerous factors beyond the Company’s control, including general economic
conditions, currency exchange rates, industry cycles, production levels or
a
supplier’s tight supply. To the extent that we experience cost increases we may
seek to pass such cost increases on to our customers, but cannot provide any
assurance that we will be able to do so successfully or that our business,
results of operations and financial condition would not be adversely affected
by
increased volatility of the cost and availability of raw materials.
Quality
Control
We
consider quality control an important element of our business practices. We
have
stringent quality control systems that are implemented by more than 100
company-trained staff members to ensure quality control over of each phase
of
the production process, from the purchase of raw materials through each step
in
the manufacturing process. Supported by advanced equipment, we utilize a
scientific management system and precision inspection measurement, capable
of
supplying stable, high-quality rechargeable batteries. Our
quality
control department executes the following functions:
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·
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setting
internal controls and regulations for semi-finished and finished
products;
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·
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testing
samples of raw materials from
suppliers;
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·
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implementing
sampling systems and sample files;
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·
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maintaining
quality of equipment and instruments;
and
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·
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articulating
the responsibilities of quality control
staff.
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We
monitor quality and reliability in accordance with the requirements of QSR,
or
Quality System Review, and ISO 9001 systems. We have received European Union’s
CE attestation, UL authentication, ISO 9001:2000 and ISO 14001 certification.
We
have passed stringent quality reviews and thus obtained OEM qualifications
from
various domestic cellular phone brand names. With our strong technological
capabilities and use of automated equipment for core aspects of manufacturing
process, we believe our product quality meets or even exceeds in certain key
aspects international industry standards.
Manufacturing
The
manufacture of rechargeable batteries requires coordinated use of machinery
and
raw materials at various stages of manufacturing. We have a large-scale
production base that includes a 484,000 square foot factory, a dedicated design,
sales and marketing team, and approximately 1,899 company-trained employees.
We
use automated machinery to process key aspects of the manufacturing process
to
ensure high uniformity and precision, while leaving the non-key aspects of
the
manufacturing process to manual labor. We intend to further improve our
automated production lines and strive to continue investing in our manufacturing
infrastructure to further increase our manufacturing capacity, helping us to
control the per unit cost of our products.
The
primary raw materials used in production of rechargeable batteries include
electrode materials, electrolytes, foils, cases and caps and separators. The
electrodes are manufactured using active materials, conductive agents and binder
which are mixed with liquid. These mixtures are then uniformly coated onto
the
thin metal foil, then after drying, the electrodes are cut down to the
designated sizes. The positive electrode and negative electrode are then wound
together with a separator and inserted into a can, and electrolyte is filled.
The sealing completes the battery cell assembly. Some of these cells are then
integrated into packages which are customized into a wide variety of
configurations to interface with different electronic devices.
Major
Customers
During
the six months ended June 30, 2007, approximately 38% of our net sales were
generated from our five largest customers as compared to 32% and 36% for the
years ended December 31, 2006 and 2005. Energizer Battery Manufacturing, Inc.
and Uniross Batteries (HK) Ltd. accounted for 18% and 15%, respectively, of
our
net sales for the six months ended June 30, 2007. Energizer Battery
Manufacturing Inc. accounted for 12% of our net sales for the year ended
December 31, 2006 and Minwa (China) Electronics Co., Ltd. accounted for 13%
of
our net sales for the year ended December 31, 2005.
Sales
and Marketing
We
have a
broad sales network in China and have one branch office in Hong Kong. Our sales
staff in each of our offices targets key customers by arranging in-person sales
presentations and providing post-sales services. Our sales staff works closely
with our customers so that we can better address their needs and improve the
quality and features of our products. We offer different price incentives to
encourage large-volume and long-term customers.
Sales
to
our customers are based primarily on purchase orders we receive from time to
time rather than firm, long-term purchase commitments from our customers.
Uncertain economic conditions and our general lack of long-term purchase
commitments with our customers make it difficult for us to predict revenue
accurately over the longer term. Even in those cases where customers are
contractually obligated to purchase products from us, we may elect not to
enforce our contractual rights immediately because of the long-term nature
of
our customer relationships and for other business reasons, and instead may
negotiate accommodations with customers regarding particular
situations.
We
target
sales of our rechargeable batteries and charging systems through original
equipment manufacturers (“OEMs”), as well as distributors and resellers focused
on our target markets. We have contractual arrangements with distributors who
market our products on a commission basis in particular areas. Although OEM
agreements typically contain volume-based pricing based on expected volumes,
typically prices are rarely adjusted retroactively if contract volumes are
not
achieved. We attempt to adjust future prices accordingly, but our ability to
adjust prices is generally based on market conditions which we cannot control.
Net
sales
based on the location of our customers as a percentage of net sales is set
forth
below:
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|
Six Months Ended
|
|
Year Ended December 31,
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|
|
|
|
June 30, 2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
China
and Hong Kong
|
|
|
48
|
%
|
|
66
|
%
|
|
69
|
%
|
|
69
|
%
|
|
Europe
|
|
|
29
|
|
|
16
|
|
|
13
|
|
|
8
|
|
|
North
America
|
|
|
15
|
|
|
10
|
|
|
7
|
|
|
3
|
|
|
Asia
|
|
|
9
|
|
|
7
|
|
|
11
|
|
|
20
|
|
|
South
America
|
|
|
*
|
|
|
1
|
|
|
-
|
|
|
-
|
|
|
Total
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
*
Less
than 1%.
While
the
majority of our sales are made to customers in China and Hong Kong, our products
are distributed worldwide, with approximately 30% of our products distributed
to
each of Hong Kong and China, the United States, and Europe and 10% to other
markets.
We
engage
in marketing activities such as attending industry-specific conferences and
exhibitions to promote our products and brand name. We also advertise in
industry journals and magazines and through the Internet to market our products.
We believe these activities help in promote our products and brand name among
key industry participants.
Research
and Development
To
enhance our product quality, reduce cost, and keep pace with technological
advances and evolving market trends, we have established an advanced research
and development center. Our research and development center is not only focused
on enhancing our Ni-MH-based technology by developing new products and improving
the performance of our current products, but also seeks to develop alternative
technologies such as a line of lithium-polymer batteries we are currently
developing for higher-end, high performance applications. Our research and
development center is currently staffed with over 100 experienced research
and
development technicians who overlook our techniques department, product
development department, material analysis lab, and performance testing lab.
These departments work together to research new material and techniques, test
battery performance, inspect products and to test performance of machines used
in the manufacturing process.
For
the
six months ended June 30, 2007 and years ended December 31, 2006 and 2005 we
expended $313,221, $443,756 and $250,100, respectively, in research and
development.
Competition
We
face
competition from many other battery manufacturers, many of which have
significantly greater name recognition and financial, technical, manufacturing,
personnel and other resources than we have. We compete against other Ni-MH
battery producers, as well as manufacturers of other rechargeable and
non-rechargeable batteries. The main types of rechargeable batteries currently
on the market include: lead-acid; nickel-cadmium; nickel metal hydride; liquid
lithium-ion and lithium-ion polymer. Competition is typically based on design,
quality, reliability, and performance. The technology behind Ni-MH rechargeable
batteries has consistently improved over time and we continue to enhance our
products to meet the competitive threats from its competitors. Our primary
competitors in the nickel metal hydride battery market or other similar
competing rechargeable battery products include SANYO Electric Co., Ltd. Global,
Matsushita Industrial Co., Ltd. (Panasonic), BYD Company Ltd., GPI
International, Ltd., and GS Yuasa Corporation.
Intellectual
Property
We
rely
on a combination of patent and trade secret protection and other unpatented
proprietary information to protect our intellectual property rights and to
maintain and enhance our competitiveness in the battery industry. We currently
hold two patents in China
and
have
three patent applications pending in China.
We
also
have
two
registered trademarks in China, which include “HFR” and its Chinese
equivalent.
We
recently renewed a license agreement with Ovonic Battery Company, Inc.
(“Ovonic”) under which Ovonic granted Shenzhen Highpower (1) a royalty-bearing,
non-exclusive license to use certain patents owned by Ovonic to manufacture
Ni-MH batteries for portable consumer applications (“Consumer Batteries”) in the
PRC and (2) a royalty-bearing, non-exclusive worldwide license to use certain
patents owned by Ovonic to use, sell and distribute Consumer Batteries. Pursuant
to the renewed agreement, Shenzhen Highpower will pay an up-front payment,
payable over four years, as well as a running royalty based on a percentage
of
gross sales of Consumer Batteries.
We
also
rely on unpatented technologies to protect the proprietary nature of our product
and manufacturing processes. We require that our management team and key
employees enter into confidentiality agreements that require the employees
to
assign the rights to any inventions developed by them during the course of
their
employment with us. The confidentiality agreements include noncompetition and
nonsolicitation provisions that remain effective during the course of employment
and for periods following termination of employment, which vary depending on
position and location of the employee.
PRC
Government Regulations
Environmental
Regulations
The
major
environmental regulations applicable to us include the PRC Environmental
Protection Law, the PRC Law on the Prevention and Control of Water Pollution
and
its Implementation Rules, the PRC Law on the Prevention and Control of Air
Pollution and its Implementation Rules, the PRC Law on the Prevention and
Control of Solid Waste Pollution, and the PRC Law on the Prevention and Control
of Noise Pollution.
We
constructed our manufacturing facilities with the PRC’s environmental laws and
requirements in mind. We currently outsource the disposal of solid waste to
a
third party-contractor. We are currently in the process of renewing
o
ur
environmental permit, which expired in September 2007, from the Shenzhen
Environment Protection Bureau Longgang Bureau covering our manufacturing
operations and providing for an annual output limit of Ni-MH rechargeable
batteries. As we anticipate moving to new facilities in 2009, we do not intend
to have four of our current premises included in the permit. If we are unable
to
renew the permit or we fail to comply with the provisions of the renewed permit,
we could be subject to fines, criminal charges or other sanctions by regulators,
including the suspension or termination of our manufacturing
operations.
We have
not been named as a defendant in any legal proceedings alleging violation of
environmental laws. Other than the expiration of our environmental approval,
we
have no reasonable basis to believe that there is any threatened claim, action
or legal proceedings against us that would have a material adverse effect on
our
business, financial condition or results of operations due to any non-compliance
with environmental laws.
Patent
Protection in China
The
PRC’s
intellectual property protection regime is consistent with those of other modern
industrialized countries. The PRC has domestic laws for the protection of rights
in copyrights, patents, trademarks and trade secrets. The PRC is also a
signatory to most of the world’s major intellectual property conventions,
including:
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—
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Convention
establishing the World Intellectual Property Organization (WIPO
Convention) (June 4, 1980);
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—
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Paris
Convention for the Protection of Industrial Property (March 19,
1985);
|
|
|
—
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Patent
Cooperation Treaty (January 1, 1994);
and
|
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—
|
The
Agreement on Trade-Related Aspects of Intellectual Property Rights
(TRIPs)
(November 11, 2001).
|
Patents
in the PRC are governed by the China Patent Law and its Implementing
Regulations, each of which went into effect in 1985. Amended versions of the
China Patent Law and its Implementing Regulations came into effect in 2001
and
2003, respectively.
The
PRC
is signatory to the Paris Convention for the Protection of Industrial Property,
in accordance with which any person who has duly filed an application for a
patent in one signatory country shall enjoy, for the purposes of filing in
the
other countries, a right of priority during the period fixed in the convention
(12 months for inventions and utility models, and 6 months for industrial
designs).
The
Patent Law covers three kinds of patents, i.e., patents for inventions, utility
models and designs respectively. The Chinese patent system adopts the principle
of first to file. This means that, where more than one person files a patent
application for the same invention, a patent can only be granted to the person
who first filed the application. Consistent with international practice, the
PRC
only allows the patenting of inventions or utility models that possess the
characteristics of novelty, inventiveness and practical applicability. For
a
design to be patentable, it should not be identical with or similar to any
design which, before the date of filing, has been publicly disclosed in
publications in the country or abroad or has been publicly used in the country,
and should not be in conflict with any prior right of another.
PRC
law
provides that anyone wishing to exploit the patent of another must conclude
a
written licensing contract with the patent holder and pay the patent holder
a
fee. One rather broad exception to this, however, is that, where a party
possesses the means to exploit a patent but cannot obtain a license from the
patent holder on reasonable terms and in reasonable period of time, the PRC
State Intellectual Property Office, or SIPO, is authorized to grant a compulsory
license. A compulsory license can also be granted where a national emergency
or
any extraordinary state of affairs occurs or where the public interest so
requires. SIPO, however, has not granted any compulsory license up to now.
The
patent holder may appeal such decision within three months from receiving
notification by filing a suit in a people’s court.
PRC
law
defines patent infringement as the exploitation of a patent without the
authorization of the patent holder. A patent holder who believes his patent
is
being infringed may file a civil suit or file a complaint with a PRC local
Intellectual Property Administrative Authority, which may order the infringer
to
stop the infringing acts. Preliminary injunction may be issued by the People’s
Court upon the patentee’s or the interested parties’ request before instituting
any legal proceedings or during the proceedings. Evidence preservation and
property preservation measures are also available both before and during the
litigation. Damages in the case of patent infringement is calculated as either
the loss suffered by the patent holder arising from the infringement or the
benefit gained by the infringer from the infringement. If it is difficult to
ascertain damages in this manner, damages may be reasonably determined in an
amount ranging from one to more times of the license fee under a contractual
license. The infringing party may be also fined by Administration of Patent
Management in an amount of up to three times the unlawful income earned by
such
infringing party. If there is no unlawful income so earned, the infringing
party
may be fined in an amount of up to RMB500,000, or approximately $62,500.
Tax
Pursuant
to the Provisional Regulation of China on Value Added Tax and their implementing
rules, all entities and individuals that are engaged in the sale of goods,
the
provision of repairs and replacement services and the importation of goods
in
China are generally required to pay VAT at a rate of 17.0% of the gross sales
proceeds received, less any deductible VAT already paid or borne by the
taxpayer. Further, when exporting goods, the exporter is entitled to a portion
of or all the refund of VAT that it has already paid or borne. Our imported
raw
materials that are used for manufacturing export products and are deposited
in
bonded warehouses are exempt from import VAT.
Foreign
Currency Exchange
Under
the
PRC foreign currency exchange regulations applicable to us, the Renminbi is
convertible for current account items, including the distribution of dividends,
interest payments, trade and service-related foreign exchange transactions.
Conversion of Renminbi for capital account items, such as direct investment,
loan, security investment and repatriation of investment, however, is still
subject to the approval of the PRC State Administration of Foreign Exchange,
or
SAFE. Foreign-invested enterprises may only buy, sell and/or remit foreign
currencies at those banks authorized to conduct foreign exchange business after
providing valid commercial documents and, in the case of capital account item
transactions, obtaining approval from the SAFE. Capital investments by
foreign-invested enterprises outside of China are also subject to limitations,
which include approvals by the Ministry of Commerce, the SAFE and the State
Reform and Development Commission.
Dividend
Distributions
Under
applicable PRC regulations, foreign-invested enterprises in China may pay
dividends only out of their accumulated profits, if any, determined in
accordance with PRC accounting standards and regulations. In addition, a
foreign-invested enterprise in China are required to set aside at least 10.0%
of
their after-tax profit based on PRC accounting standards each year to its
general reserves until the accumulative amount of such reserves reach 50.0%
of
its registered capital. These reserves are not distributable as cash dividends.
The board of directors of a foreign-invested enterprise has the discretion
to
allocate a portion of its after-tax profits to staff welfare and bonus funds,
which may not be distributed to equity owners except in the event of
liquidation.
Employees
At
June
30, 2007, we had approximately 1,899 employees. There are no collective
bargaining contracts covering any of our employees. We believe our relationship
with our employees is satisfactory.
Properties
Our
registered office in Hong Kong is located at Flat 4, 13/F, Block 4, Taiping
Industrial Centre, 51A Ting Kok Road, Tai Po, N.T. Hong Kong.
All
of
our manufacturing operations are currently located in mainland China at Luoshan
Industrial Zone, Pinghu, Longgang, Shenzhen, Guangdong, China, 518111. Our
facilities cover approximately 484,000 square feet of total space,
consisting of manufacturing plants, dormitories and research and development
facilities. We lease our manufacturing facilities from various landlords under
a
total of six leases with varying terms, which are renewed upon expiration.
All leases have been fully prepaid until the expiration date. The table below
lists the locations, approximate square footage, principal use and lease
expiration dates of the facilities used in our manufacturing operations as
of
November 1, 2007.
|
Location
|
Area
(square
feet)
|
Principal
Use
|
Lease
expiration
date
|
|
Workshop
A1 & dormitory , Luo Shan Industrial Park, Shan Xia Community, Ping
Hu
Street, Long Gang District, Shenzhen
|
58,986
|
Industry
& Residence
|
September
30,2009
|
|
|
|
|
|
|
Workshop
A2 & dormitory, Luo Shan Industrial Park, Shan Xia Community, Ping Hu
Street, Long Gang District, Shenzhen
|
81,117
|
Industry
& Residence
|
September
30,2009
|
|
|
|
|
|
|
4
th
Floor, Building A, (4
th
Floor, Building 1 & 2
nd
Floor, Building B2 ) Workshop, B2 Area, Luo Shan Industrial Park,
Shan Xia
Community, Ping Hu Street, Long Gang District, Shenzhen
|
94,722
|
Industry
& Residence
|
June
14, 2010
|
|
|
|
|
|
|
Storage,
Building 2, (6
th
Floor, Building 1)Area B2, Luo Shan Industrial Park, Shan Xia Community,
Ping Hu Street, Long Gang District, Shenzhen
|
50,698
|
Industry
& Residence
|
December
31, 2010
|
|
|
|
|
|
|
1
st
-4
th
Floor, Building 12, (1
st
-7
th
Floor, Building 9), Da Wang Industrial Park, Xin Xia Road, Ping
Hu Street,
Long Gang District, Shenzhen
|
55,897
|
Industry
& Residence
|
September
30, 2008
|
|
|
|
|
|
|
Workshop
& dormitory , chong Tou Hu village,Renming Road,Guang Lan Street,
Bao
An District, Shenzhen
|
146,336
|
Industry
& Residence
|
September
15,2010
|
In
China,
only the PRC government and peasant collectives may own land. In February 2007,
we acquired approximately 1.36 million square feet of land equity in Industry
Development Zone, New Lake, MaAn Town, HuiCheng District, HuiZhou, GuangDong,
China for a total of RMB26 million under land use right grant from the HuiZhou
State-Owned Land Resource Bureau that gives us the right to use the land for
50
years and an agreement with the government of MaAn Town. We are currently in
the
process of designing a new manufacturing facility for construction on this
site
and anticipate that the new facility will be completed in the fourth quarter
of
2009, at which time we will move our entire manufacturing operations to the
new
location.
Legal
Proceedings
On
August
20, 2007, a lawsuit was filed against Shenzhen China and various other
defendants by Energizer, S.A. in the United States District Court for the
Southern District of New York. The lawsuit arises out of a fire that occurred
on
a cargo vessel carrying batteries sold to Energizer by Shenzhen China that
resulted in damages to various third parties. Energizer alleges that it is
entitled to indemnification from Shenzhen Highpower for any damages or losses
that it becomes liable to pay to third parties as a result of the fire.
Energizer seeks indemnity and/or contribution from Shenzhen Highpower for such
sums, together with expenses, including attorneys’ fees and costs. Our insurance
company has provided us with counsel in this case. We believe that we have
meritorious defenses against the claims asserted by Energizer, and intend to
vigorously defend the lawsuit.
RISK
FACTORS
Any
investment in our common stock involves a high degree of risk. Investors should
carefully consider the risks described below and all of the information
contained in this Current Report on Form 8-K before deciding whether to purchase
our common stock. Our business, financial condition or results of operations
could be materially adversely affected by these risks if any of them actually
occur. Our shares of common stock are not currently listed or quoted for trading
on any national securities exchange or national quotation system. If and when
our common stock is traded, the trading price could decline due to any of these
risks, and an investor may lose all or part of his or her investment. Some
of
these factors have affected our financial condition and operating results in
the
past or are currently affecting us. This Current Report on Form 8-K also
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
described below and elsewhere in this Current Report on Form 8-K.
RISKS
RELATED TO OUR OPERATIONS
Our
limited operating history may not serve as an adequate basis to evaluate our
future prospects and results of operations.
We
have a
limited operating history. We were established in GuangZhou, China in 2001
and
commenced operations in Shenzhen in 2002. Our limited operating history may
not
provide a meaningful basis for an investor to evaluate our business, financial
performance and prospects. We may not be able to:
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maintain
our leading position in the Ni-MH battery
market;
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retain
existing customers or acquire new
customers;
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diversify
our revenue sources by successfully developing and selling our
products in
the global battery market and other
markets;
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keep
up with evolving industry standards and market
developments;
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respond
to competitive market conditions;
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—
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maintain
adequate control of our expenses;
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manage
our relationships with our
suppliers;
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attract,
train, retain and motivate qualified personnel;
or
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protect
our proprietary
technologies.
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If
we are
unsuccessful in addressing any of these challenges, our business may be
materially and adversely affected.
Our
business depends in large part on the growth in demand for portable electronic
devices.
Many
of
our battery products are used to power various portable electronic devices.
Therefore, the demand for our batteries is substantially tied to the market
demand for portable electronic devices. A growth in the demand for portable
electronic devices will be essential to the expansion of our business. We intend
to expand manufacturing capabilities at our manufacturing facilities in order
to
meet the increased demand for our products. A decrease in the demand for
portable electronic devices would likely have a material adverse effect on
our
results of operations.
Our
success depends on the success of manufacturers of the end applications that
use
our battery products.
Because
our products are designed to be used in other products, our success depends
on
whether end application manufacturers will incorporate our batteries in their
products. Although we strive to produce high quality battery products, there
is
no guarantee that end application manufacturers will accept our products. Our
failure to gain acceptance of our products from these manufacturers could result
in a material adverse effect on our results of operations.
Additionally,
even if a manufacturer decides to use our batteries, the manufacturer may not
be
able to market and sell its products successfully. The manufacturer’s inability
to market and sell its products successfully could materially and adversely
affect our business and prospects because this manufacturer may not order new
products from us. Therefore, our business, financial condition, results of
operations and future success would be materially and adversely
affected.
We
are and will continue to be subject to rapidly declining average selling prices,
which may harm our results of operations.
Portable
consumer electronic devices, such as cellular phones, DVD players, and laptop
computers are subject to rapid declines in average selling prices due to rapidly
evolving technologies, industry standards and consumer preferences. Therefore,
electronic device manufacturers expect suppliers, such as our company, to cut
their costs and lower the price of their products to lessen the negative impact
on the electronic device manufacturer’s own profit margins. As a result, we have
previously reduced the price of some of our battery products and expect to
continue to face market-driven downward pricing pressures in the future. Our
results of operations will suffer if we are unable to offset any declines in
the
average selling prices of our products by developing new or enhanced products
with higher selling prices or gross profit margins, increasing our sales volumes
or reducing our production costs.
Our
success is highly dependent on continually developing new and advanced products,
technologies, and processes and failure to do so may cause us to lose our
competitiveness in the battery industry and may cause our profits to
decline.
To
remain
competitive in the battery industry, it is important to continually develop
new
and advanced products, technologies, and processes. There is no assurance that
competitors’ new products, technologies, and processes will not render our
existing products obsolete or non-competitive. Alternately, changes in
legislative, regulatory or industry requirements or in competitive technologies
may render certain of our products obsolete or less attractive. Our
competitiveness in the battery market therefore relies upon our ability to
enhance our current products, introduce new products, and develop and implement
new technologies and processes. We currently only manufacture and market Nickel
Metal Hydride batteries and if our competitors develop alternative products
with
more enhanced features than our products, our financial condition and results
of
operations would be materially and adversely affected.
The
research and development of new products and technologies is costly and time
consuming, and there are no assurances that our research and development of
new
products will either be successful or completed within anticipated timeframes,
if at all. Our failure to technologically evolve and/or develop new or enhanced
products may cause us to lose competitiveness in the battery market and may
cause our profits to decline. In addition, in order to compete effectively
in
the battery industry, we must be able to launch new products to meet our
customers’ demands in a timely manner. However, we cannot provide assurance that
we will be able to install and certify any equipment needed to produce new
products in a timely manner, or that the transitioning of our manufacturing
facility and resources to full production under any new product programs will
not impact production rates or other operational efficiency measures at our
manufacturing facility. In addition, new product introductions and applications
are risky, and may suffer from a lack of market acceptance, delays in related
product development and failure of new products to operate properly. Any failure
by us successfully to launch new products, or a failure by our customers to
accept such products, could adversely affect our results.
We
have historically depended on a limited number of customers for a significant
portion of our revenues and this dependence is likely to
continue.
We
have
historically depended on a limited number of customers for a significant portion
of our net sales. Our top five customers accounted for approximately 36.4%,
32.8%, and 36.3% of the our net sales in the six months ended June 30, 2007
and
in the years ended December 31, 2006 and 2005, respectively. We anticipate
that
a limited number of customers will continue to contribute to a significant
portion of our net sales in the future. Maintaining the relationships with
these
significant customers is vital to the expansion and success of our business,
as
the loss of a major customer could expose us to risk of substantial losses.
Our
sales and revenue could decline and our results of operations could be
materially adversely affected if one or more of these significant customers
stops or reduces its purchasing of our products, or if we fail to expand our
customer base for our products.
Significant
order cancellations, reductions or delays by our customers could materially
adversely affect our business.
Our
sales
are typically made pursuant to individual purchase orders, and we generally
do
not have long-term supply arrangements with our customers, but instead work
with
our customers to develop nonbinding forecasts of future requirements. Based
on
these forecasts, we make commitments regarding the level of business that we
will seek and accept, the timing of production schedules and the levels and
utilization of personnel and other resources. A variety of conditions, both
specific to each customer and generally affecting each customer’s industry, may
cause customers to cancel, reduce or delay orders that were either previously
made or anticipated. Generally, customers may cancel, reduce or delay purchase
orders and commitments without penalty, except for payment for services rendered
or products competed and, in certain circumstances, payment for materials
purchased and charges associated with such cancellation, reduction or delay.
Significant or numerous order cancellations, reductions or delays by our
customers could have a material adverse effect on our business, financial
condition or results of operations.
Substantial
defaults by our customers on accounts receivable or the loss of significant
customers could have a material adverse effect on our
business.
A
substantial portion of our working capital consists of accounts receivable
from
customers. If customers responsible for a significant amount of accounts
receivable were to become insolvent or otherwise unable to pay for products
and
services, or to make payments in a timely manner, our business, results of
operations or financial condition could be materially adversely affected. An
economic or industry downturn could materially adversely affect the servicing
of
these accounts receivable, which could result in longer payment cycles,
increased collection costs and defaults in excess of management’s expectations.
A significant deterioration in our ability to collect on accounts receivable
could also impact the cost or availability of financing available to
us.
Certain
disruptions in supply of and changes in the competitive environment for raw
materials integral to our products may adversely affect our
profitability.
We
use a
broad range of materials and supplies, including metals, chemicals and other
electronic components in our products. A significant disruption in the supply
of
these materials could decrease production and shipping levels, materially
increase our operating costs and materially adversely affect our profit margins.
Shortages of materials or interruptions in transportation systems, labor
strikes, work stoppages, war, acts of terrorism or other interruptions to or
difficulties in the employment of labor or transportation in the markets in
which we purchase materials, components and supplies for the production of
our
products, in each case may adversely affect our ability to maintain production
of our products and sustain profitability. If we were to experience a
significant or prolonged shortage of critical components from any of our
suppliers and could not procure the components from other sources, we would
be
unable to meet our production schedules for some of our key products and to
ship
such products to our customers in timely fashion, which would adversely affect
our sales, margins and customer relations.
Our
industry is subject to supply shortages and any delay or inability to obtain
product components may have a material adverse effect on our
business.
Our
industry is subject to supply shortages, which could limit the amount of supply
available of certain required battery components. Any delay or inability to
obtain supplies may have a material adverse effect on our business. During
prior
periods, there have been shortages of components in the battery industry and
the
availability of raw materials has been limited by some of our suppliers. We
cannot assure investors that any future shortages or allocations would not
have
such an effect on our business. A future shortage can be caused by and result
from many situations and circumstances that are out of our control, and such
shortage could limit the amount of supply available of certain required
materials and increase prices affecting our profitability.
Our
principal raw material is nickel, which is available from a limited number
of
suppliers in China. The price of nickel has been volatile during 2007. The
price
of nickel rose 67% from January 2007 to May 2007, but dropped 45% from May
2007
to September 2007. The prices of nickel and other raw materials used to make
our
batteries increase and decrease due to factors beyond our control, including
general economic conditions, domestic and worldwide demand, labor costs or
problems, competition, import duties, tariffs, energy costs, currency exchange
rates and those other factors described under “Certain disruptions in supply of
and changes in the competitive environment for raw materials integral to our
products may adversely affect our profitability.” In an environment of
increasing prices for nickel and other raw materials, competitive conditions
may
impact how much of the price increases we can pass on to our customers and
to
the extent we are unable to pass on future price increases in our raw materials
to our customers, our financial results could be adversely affected.
Our
operations would be materially adversely affected if third-party carriers were
unable to transport our products on a timely basis.
All
of
our products are shipped through third party carriers. If a strike or other
event prevented or disrupted these carriers from transporting our products,
other carriers may be unavailable or may not have the capacity to deliver our
products to our customers. If adequate third party sources to ship our products
were unavailable at any time, our business would be materially adversely
affected.
We
may not be able to increase our manufacturing output in order to maintain our
competitiveness in the battery industry.
We
believe that our ability to provide cost-effective products represents a
significant competitive advantage over our competitors. In order to continue
providing such cost-effective products, we must maximize the efficiency of
our
production processes and increase our manufacturing output to a level that
will
enable us to reduce the per-unit production cost of our products. Our ability
to
increase our manufacturing output is subject to certain significant limitations,
including:
|
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·
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our
ability raise capital to acquire additional raw materials and expand
our
manufacturing facilities;
|
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·
|
delays
and cost overruns, due to increases in raw material prices and problems
with equipment vendors;
|
|
|
·
|
delays
or denial of required approvals and certifications by relevant government
authorities;
|
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·
|
diversion
of significant management attention and other resources;
and
|
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·
|
failure
to execute our expansion plan
effectively.
|
If
we are
not able to increase our manufacturing output and reduce our per-unit production
costs, we may be unable to maintain our competitive position in the battery
industry. Moreover, even if we expand our manufacturing output, we may not
be
able to generate sufficient customer demand for our products to support our
increased production output.
The
market for our products and services is very competitive and, if we cannot
effectively compete, our business will be harmed.
The
market for our products and services is very competitive and subject to rapid
technological change. Many of our competitors are larger and have significantly
greater assets, name recognition and financial, personnel and other resources
than we have. As a result, our competitors may be in a stronger position to
respond quickly to potential acquisitions and other market opportunities, new
or
emerging technologies and changes in customer requirements. We cannot assure
you
that we will be able to maintain or increase our market share against the
emergence of these or other sources of competition. Failure to maintain and
enhance our competitive position could materially adversely affect our business
and prospects.
Warranty
claims, product liability claims and product recalls could harm our business,
results of operations and financial condition
.
Our
business inherently exposes us to potential warranty and product liability
claims, in the event that our products fail to perform as expected or such
failure of our products results, or is alleged to result, in bodily injury
or
property damage (or both). Such claims may arise despite our quality controls,
proper testing and instruction for use of our products, either due to a defect
during manufacturing or due to the individual’s improper use of the product. In
addition, if any of our designed products are or are alleged to be defective,
then we may be required to participate in a recall of them.
Existing
PRC laws and regulations do not require us to maintain third party liability
insurance to cover product liability claims. Although we have obtained products
liability insurance, if a warranty or product liability claim is brought against
us, regardless of merit or eventual outcome, or a recall of one of our products
is required, such claim or recall may result in damage to our reputation, breach
of contracts with our customers, decreased demand for our products, costly
litigation, additional product recalls, loss of revenue, and the inability
to
commercialize some products.
Manufacturing
or use of our battery products may cause accidents, which could result in
significant production interruption, delay or claims for substantial damages.
Our
batteries can pose certain safety risks, including the risk of fire. While
we
implement stringent safety procedures at all stages of battery production that
minimize such risks, accidents may still occur. Any accident, regardless of
where it occurs, may result in significant production interruption, delays
or
claims for substantial damages caused by personal injuries or property
damages.
We
cannot guarantee the protection of our intellectual property rights and if
infringement of our intellectual property rights occurs, including
counterfeiting of our products, our reputation and business may be adversely
affected.
To
protect the reputation of our products, we have sought to file or register
our
intellectual property, as appropriate, in the PRC where we have our primary
business presence. As of September 2007, we have registered two trademarks
as
used on our battery products, one in English and in the other in its Chinese
equivalent. Our products are currently sold under these trademarks in the PRC,
and we plan to expand our products to other international markets. There is
no
assurance that there will not be any infringement of our brand name or other
registered trademarks or counterfeiting of our products in the future, in China
or elsewhere. Should any such infringement and/or counterfeiting occur, our
reputation and business may be adversely affected. We may also incur significant
expenses and substantial amounts of time and effort to enforce our trademark
rights in the future. Such diversion of our resources may adversely affect
our
existing business and future expansion plans.
As
of
September 2007, we held two Chinese patents and had three Chinese patent
applications pending. Additionally, we have licensed patented technology from
Ovicon Battery Company, Inc. related to the manufacture of Ni-MH batteries.
We
believe that obtaining patents and enforcing other proprietary protections
for
our technologies and products have been and will continue to be very important
in enabling us to compete effectively. However, there can be no assurance that
our pending patent applications will issue, or that we will be able to obtain
any new patents, in China or elsewhere, or that our or our licensors’ patents
and proprietary rights will not be challenged or circumvented, or that these
patents will provide us with any meaningful competitive advantages. Furthermore,
there can be no assurance that others will not independently develop similar
products or will not design around any patents that have been or may be issued
to us or our licensors. Failure to obtain patents in certain foreign countries
may materially adversely affect our ability to compete effectively in those
international markets. If a sufficiently broad patent were to be issued from
a
competing application in China or elsewhere, it could have a material adverse
effect upon our intellectual property position in that particular market.
In
addition, our rights to use the licensed proprietary technologies of our
licensors depends on the timely and complete payment for such rights pursuant
to
license agreements between the parties; failure to adhere to the terms of these
agreements could result in the loss of such rights and could materially and
adversely affect our business.
If
our products are alleged to or found to conflict with patents that have been
or
may be granted to competitors or others, our reputation and business may be
adversely affected.
Rapid
technological developments in the battery industry and the competitive nature
of
the battery products market make the patent position of battery manufacturers
subject to numerous uncertainties related to complex legal and factual issues.
Consequently, although we either own or hold licenses to certain patents in
the
PRC, and are currently processing several additional patent applications in
the
PRC, it is possible that no patents will issue from any pending applications
or
that claims allowed in any existing or future patents issued or licensed to
us
will be challenged, invalidated, or circumvented, or that any rights granted
there under will not provide us adequate protection. As a result, we may be
required to participate in interference or infringement proceedings to determine
the priority of certain inventions or may be required to commence litigation
to
protect our rights, which could result in substantial costs. Further, other
parties could bring legal actions against us claiming damages and seeking to
enjoin manufacturing and marketing of our products for allegedly conflicting
with patents held by them. Any such litigation could result in substantial
cost
to us and diversion of effort by our management and technical personnel. If
any
such actions are successful, in addition to any potential liability for damages,
we could be required to obtain a license in order to continue to manufacture
or
market the affected products. There can be no assurance that we would prevail
in
any such action or that any license required under any such patent would be
made
available on acceptable terms, if at all. Failure to obtain needed patents,
licenses or proprietary information held by others may have a material adverse
effect on our business. In addition, if we were to become involved in such
litigation, it could consume a substantial portion of our time and resources.
Also, with respect to licensed technology, there can be no assurance that the
licensor of the technology will have the resources, financial or otherwise,
or
desire to defend against any challenges to the rights of such licensor to its
patents.
We
rely on trade secret protections through confidentiality agreements with our
employees, customers and other parties; the breach of such agreements could
adversely affect our business ands results of operations.
We
also
rely on trade secrets, which we seek to protect, in part, through
confidentiality and non-disclosure agreements with our employees, customers
and
other parties. There can be no assurance that these agreements will not be
breached, that we would have adequate remedies for any such breach or that
our
trade secrets will not otherwise become known to or independently developed
by
competitors. To the extent that consultants, key employees or other third
parties apply technological information independently developed by them or
by
others to our proposed projects, disputes may arise as to the proprietary rights
to such information that may not be resolved in our favor. We may be involved
from time to time in litigation to determine the enforceability, scope and
validity of our proprietary rights. Any such litigation could result in
substantial cost and diversion of effort by our management and technical
personnel.
The
failure to manage growth effectively could have an adverse effect on our
employee efficiency, product quality, working capital levels, and results of
operations.
Any
significant growth in the market for our products or our entry into new markets
may require and expansion of our employee base for managerial, operational,
financial, and other purposes. As of June 30, 2007, we had approximately 1,899
full time employees. During any growth, we may face problems related to our
operational and financial systems and controls, including quality control and
delivery and service capacities. We would also need to continue to expand,
train
and manage our employee base. Continued future growth will impose significant
added responsibilities upon the members of management to identify, recruit,
maintain, integrate, and motivate new employees.
Aside
from increased difficulties in the management of human resources, we may also
encounter working capital issues, as we will need increased liquidity to finance
the purchase of raw materials and supplies, development of new products, and
the
hiring of additional employees. For effective growth management, we will be
required to continue improving our operations, management, and financial systems
and control. Our failure to manage growth effectively may lead to operational
and financial inefficiencies that will have a negative effect on our
profitability. We cannot assure investors that we will be able to timely and
effectively meet that demand and maintain the quality standards required by
our
existing and potential customers.
We
are dependent on certain key personnel and loss of these key personnel could
have a material adverse effect on our business, financial condition and results
of operations.
Our
success is, to a certain extent, attributable to the management, sales and
marketing, and operational and technical expertise of certain key personnel.
Each of the named executive officers performs key functions in the operation
of
our business. The loss of a significant number of these employees could have
a
material adverse effect upon our business, financial condition, and results
of
operations.
We
are dependent on a technically trained workforce and an inability to retain
or
effectively recruit such employees could have a material adverse effect on
our
business, financial condition and results of operations.
We
must
attract, recruit and retain a sizeable workforce of technically competent
employees to develop and manufacture our products and provide service support.
Our ability to implement effectively our business strategy will depend upon,
among other factors, the successful recruitment and retention of additional
highly skilled and experienced engineering and other technical and marketing
personnel. There is significant competition for technologically qualified
personnel in our business and we may not be successful in recruiting or
retaining sufficient qualified personnel consistent with our operational
needs.
Our
planned expansion into new and existing international markets poses additional
risks and could fail, which could cost us valuable resources and affect our
results of operations.
We
plan
to expand sales of our products into new and existing international markets
including developing and developed countries, such as
Japan,
Russia, India, and Brazil.
These
markets are untested for our products and we face risks in expanding the
business overseas, which include differences in regulatory product testing
requirements, intellectual property protection (including patents and
trademarks), taxation policy, legal systems and rules, marketing costs,
fluctuations in currency exchange rates and changes in political and economic
conditions.
Our
quarterly results may fluctuate because of many factors and, as a result,
investors should not rely on quarterly operating results as indicative of future
results.
Fluctuations
in operating results or the failure of operating results to meet the
expectations of public market analysts and investors may negatively impact
the
value of our securities. Quarterly operating results may fluctuate in the future
due to a variety of factors that could affect revenues or expenses in any
particular quarter. Fluctuations in quarterly operating results could cause
the
value of our securities to decline. Investors should not rely on
quarter-to-quarter comparisons of results of operations as an indication of
future performance. As a result of the factors listed below, it is possible
that
in future periods results of operations may be below the expectations of public
market analysts and investors. This could cause the market price of our
securities to decline. Factors that may affect our quarterly results include:
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vulnerability
of our business to a general economic downturn in China;
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fluctuation
and unpredictability of costs related to the raw material used to
manufacture
our
products;
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seasonality
of our business;
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changes
in the laws of the PRC that affect our operations;
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competition
from our competitors; and
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Our
ability to obtain necessary government certifications and/or licenses
to
conduct
our
business.
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RISKS
RELATED TO US DOING BUSINESS IN CHINA
Substantially
all of our assets are located in the PRC and substantially all of our revenues
are derived from our operations in China, and changes in the political and
economic policies of the PRC government could have a significant impact upon
the
business we may be able to conduct in the PRC and accordingly on the results
of
our operations and financial condition.
Our
business operations may be adversely affected by the current and future
political environment in the PRC. The Chinese government exerts substantial
influence and control over the manner in which we must conduct our business
activities. Our ability to operate in China may be adversely affected by changes
in Chinese laws and regulations, including those relating to taxation, import
and export tariffs, raw materials, environmental regulations, land use rights,
property and other matters. Under the current government leadership, the
government of the PRC has been pursuing economic reform policies that encourage
private economic activity and greater economic decentralization. There is no
assurance, however, that the government of the PRC will continue to pursue
these
policies, or that it will not significantly alter these policies from time
to
time without notice.
Our
operations are subject to PRC laws and regulations that are sometimes vague
and
uncertain. Any changes in such PRC laws and regulations, or the interpretations
thereof, may have a material and adverse effect on our business.
The
PRC’s
legal system is a civil law system based on written statutes. Unlike the common
law system prevalent in the United States, decided legal cases have little
value
as precedent in China. There are substantial uncertainties regarding the
interpretation and application of PRC laws and regulations, including but not
limited to, the laws and regulations governing our business, or the enforcement
and performance of our arrangements with customers in the event of the
imposition of statutory liens, death, bankruptcy or criminal proceedings.
The Chinese government has been developing a comprehensive system of commercial
laws, and considerable progress has been made in introducing laws and
regulations dealing with economic matters such as foreign investment, corporate
organization and governance, commerce, taxation and trade. However, because
these laws and regulations are relatively new, and because of the limited volume
of published cases and judicial interpretation and their lack of force as
precedents, interpretation and enforcement of these laws and regulations involve
significant uncertainties. New laws and regulations that affect existing and
proposed future businesses may also be applied retroactively.
Our
principal operating subsidiary, Shenzhen Highpower Technology Co., Ltd,
(“Shenzhen Highpower”) is considered a foreign invested enterprise under PRC
laws, and as a result is required to comply with PRC laws and regulations,
including laws and regulations specifically governing the activities and conduct
of foreign invested enterprises. We cannot predict what effect the
interpretation of existing or new PRC laws or regulations may have on our
businesses. If the relevant authorities find us in violation of PRC laws or
regulations, they would have broad discretion in dealing with such a violation,
including, without limitation:
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revoking
our
business license, other licenses or
authorities;
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requiring
that
we
restructure our ownership or operations;
and
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requiring
that
we
discontinue any portion or all of our
business.
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The
scope of our business license in China is limited, and we may not expand or
continue our business without government approval and renewal,
respectively.
Our
principal operating subsidiary, Shenzhen Highpower, is a wholly foreign-owned
enterprise, commonly known as a WFOE. A WFOE can only conduct business within
its approved business scope, which ultimately appears on its business license.
Our license permits us to design, manufacture, sell and market battery products
throughout the PRC. Any amendment to the scope of our business requires further
application and government approval. In order for us to expand our business
beyond the scope of our license, it will be required to enter into a negotiation
with the authorities for the approval to expand the scope of our business.
We
cannot assure investors that Shenzhen Highpower will be able to obtain the
necessary government approval for any change or expansion of its
business.
We
are subject to a variety of environmental laws and regulations related to our
manufacturing operations. Our failure to comply with environmental laws and
regulations may have a material adverse effect on our business and results
of
operations.
We
are
subject to various environmental laws and regulations that require us to obtain
environmental permits for our battery manufacturing operations. Our
environmental permit from the Shenzhen Environment Protection Bureau Longgang
Bureau (the “Bureau”) covering our manufacturing operations expired in September
2007. Furthermore, while the permit was in effect, we substantially exceeded
the
approved annual output limit of Ni-MH rechargeable batteries set forth in the
permit. Additionally, the permit did not cover four of the existing premises
at
our manufacturing facility. We are currently in the process of renewing this
permit from the Bureau and will seek an increased output limit for the
production of Ni-MH batteries, but do not intend to have the four additional
premises added to the permit. If we do not receive the renewed permit or we
fail
to comply with the provisions of the renewed permit, we could be subject to
fines, criminal charges or other sanctions by regulators, including the
suspension or termination of our manufacturing operations.
We
cannot
assure you that at all times we will be in compliance with environmental laws
and regulations or our environmental permits or that we will not be required
to
expend significant funds to comply with, or discharge liabilities arising under,
environmental laws, regulations and permits.
Recent
PRC regulations relating to acquisitions of PRC companies by foreign entities
may create regulatory uncertainties that could restrict or limit our ability
to
operate. Our failure to obtain the prior approval of the China Securities
Regulatory Commission, or the CSRC, for this offering and the listing and
trading of our common stock could have a material adverse effect on our
business, operating results, reputation and trading price of our common
stock.
The
PRC
State Administration of Foreign Exchange, or “SAFE,” issued a public notice in
November 2005, known as Circular 75, concerning the use of offshore holding
companies in mergers and acquisitions in China. The public notice provides
that
if an offshore company controlled by PRC residents intends to acquire a PRC
company, such acquisition will be subject to registration with the relevant
foreign exchange authorities. The public notice also suggests that registration
with the relevant foreign exchange authorities is required for any sale or
transfer by the PRC residents of shares in an offshore holding company that
owns
an onshore company. The PRC residents must each submit a registration form
to
the local SAFE branch with respect to their ownership interests in the offshore
company, and must also file an amendment to such registration if the offshore
company experiences material events, such as changes in the share capital,
share
transfer, mergers and acquisitions, spin-off transactions or use of assets
in
China to guarantee offshore obligations. If any PRC resident stockholder of
an
offshore holding company fails to make the required SAFE registration and
amended registration, the onshore PRC subsidiaries of that offshore company
may
be prohibited from distributing their profits and the proceeds from any
reduction in capital, share transfer or liquidation to the offshore entity.
Failure to comply with the SAFE registration and amendment requirements
described above could result in liability under PRC laws for evasion of
applicable foreign exchange restrictions. Most of our PRC resident stockholders,
as defined in the SAFE notice, have not registered with the relevant branch
of
SAFE, as currently required, in connection with their equity interests in HKHT.
Because of uncertainty in how the SAFE notice will be interpreted and enforced,
we cannot be sure how it will affect our business operations or future plans.
For example, Shenzhen Highpower’s ability to conduct foreign exchange
activities, such as the remittance of dividends and foreign currency-denominated
borrowings, may be subject to compliance with the SAFE notice by our PRC
resident beneficial holders. Failure by our PRC resident beneficial holders
could subject these PRC resident beneficial holders to fines or legal sanctions,
restrict our overseas or cross-border investment activities, limit Shenzhen
Highpower’s ability to make distributions or pay dividends or affect our
ownership structure, which could adversely affect our business and
prospects.
On
August
8, 2006, the PRC Ministry of Commerce (“MOFCOM”), joined by the State-owned
Assets Supervision and Administration Commission of the State Council, the
State
Administration of Taxation, the State Administration for Industry and Commerce,
the China Securities Regulatory Commission and SAFE, released a substantially
amended version of the Provisions for Foreign Investors to Merge with or Acquire
Domestic Enterprises (the “Revised M&A Regulations”), which took effect
September 8, 2006. These new rules significantly revised China’s regulatory
framework governing onshore-to-offshore restructurings and foreign acquisitions
of domestic enterprises. These new rules signify greater PRC government
attention to cross-border merger, acquisition and other investment activities,
by confirming MOFCOM as a key regulator for issues related to mergers and
acquisitions in China and requiring MOFCOM approval of a broad range of merger,
acquisition and investment transactions. Further, the new rules establish
reporting requirements for acquisition of control by foreigners of companies
in
key industries, and reinforce the ability of the Chinese government to monitor
and prohibit foreign control transactions in key industries.
Among
other things, the revised M&A Regulations include new provisions that
purport to require that an offshore special purpose vehicle, or SPV, formed
for
listing purposes and controlled directly or indirectly by PRC companies or
individuals must obtain the approval of the CSRC prior to the listing and
trading of such SPV’s securities on an overseas stock exchange. On September 21,
2006, the CSRC published on its official website procedures specifying documents
and materials required to be submitted to it by SPVs seeking CSRC approval
of
their overseas listings. However, the application of this PRC regulation remains
unclear with no consensus currently existing among the leading PRC law firms
regarding the scope and applicability of the CSRC approval requirement.
Highpower’s PRC counsel, Zhong Lun Law Firm has advised us that because we
completed our onshore-to-offshore restructuring before September 8, 2006, the
effective date of the new regulation, it is not necessary for us to submit
the
application to the CSRC for its approval, and the listing and trading of our
Common Stock does not require CSRC approval.
If
the
CSRC or another PRC regulatory agency subsequently determines that CSRC approval
was required, we may face regulatory actions or other sanctions from the CSRC
or
other PRC regulatory agencies. These regulatory agencies may impose fines and
penalties on our operations in the PRC, limit our operating privileges in the
PRC, delay or restrict the repatriation of the proceeds from this offering
into
the PRC, or take other actions that could have a material adverse effect on
our
business, financial condition, results of operations, reputation and prospects,
as well as the trading price of our common stock. The CSRC or other PRC
regulatory agencies also may take actions requiring us, or making it advisable
for us, to halt this offering before settlement and delivery of the common
stock
offered hereby. Consequently, if investors engage in market trading or other
activities in anticipation of and prior to settlement and delivery, they do
so
at the risk that settlement and delivery may not occur.
Also,
if
later the CSRC requires that we obtain its approval, we may be unable to obtain
a waiver of the CSRC approval requirements, if and when procedures are
established to obtain such a waiver. Any uncertainties and/or negative publicity
regarding this CSRC approval requirement could have a material adverse effect
on
the trading price of our common stock. Furthermore, published news reports
in
China recently indicated that the CSRC may have curtailed or suspended overseas
listings for Chinese private companies. These news reports have created further
uncertainty regarding the approach that the CSRC and other PRC regulators may
take with respect to us.
It
is
uncertain how our business operations or future strategy will be affected by
the
interpretations and implementation of Circular 75 and the Revised M&A
Regulations. It is anticipated that application of the new rules will be subject
to significant administrative interpretation, and we will need to closely
monitor how MOFCOM and other ministries apply the rules to ensure that our
domestic and offshore activities continue to comply with PRC law. Given the
uncertainties regarding interpretation and application of the new rules, we
may
need to expend significant time and resources to maintain compliance.
The
foreign currency exchange rate between U.S. Dollars and Renminbi could adversely
affect our financial condition.
To
the
extent that
we
need to
convert U.S. Dollars into Renminbi for our operational needs, our financial
position and the price of our common stock may be adversely affected should
the
Renminbi appreciate against the U.S. Dollar at that time. Conversely, if
we
decide
to
convert our Renminbi into U.S. Dollars for the operational needs or paying
dividends on our common stock, the dollar equivalent of our earnings from our
subsidiaries in China would be reduced should the dollar appreciate against
the
Renminbi.
Until
1994, the Renminbi experienced a gradual but significant devaluation against
most major currencies, including dollars, and there was a significant
devaluation of the Renminbi on January 1, 1994 in connection with the
replacement of the dual exchange rate system with a unified managed floating
rate foreign exchange system. Since 1994, the value of the Renminbi relative
to
the U.S. Dollar has remained stable and has appreciated slightly against the
U.S. Dollar. Countries, including the United States, have argued that the
Renminbi is artificially undervalued due to China’s current monetary policies
and have pressured China to allow the Renminbi to float freely in world markets.
In July 2005, the PRC government changed its policy of pegging the value of
the
Renminbi to the dollar. Under the new policy the Renminbi is permitted to
fluctuate within a narrow and managed band against a basket of designated
foreign currencies. While the international reaction to the Renminbi revaluation
has generally been positive, there remains significant international pressure
on
the PRC government to adopt an even more flexible currency policy, which could
result in further and more significant appreciation of the Renminbi against
the
dollar.
Inflation
in the PRC could negatively affect our profitability and
growth.
While
the
PRC economy has experienced rapid growth, such growth has been uneven among
various sectors of the economy and in different geographical areas of the
country. Rapid economic growth can lead to growth in the money supply and rising
inflation. During the past decade, the rate of inflation in China has been
as
high as approximately 20% and China has experienced deflation as low as
approximately minus 2%. If prices for
our
products
and services rise at a rate that is insufficient to compensate for the rise
in
the costs of supplies such as raw materials, it may have an adverse effect
on
our
profitability. In order to control inflation in the past, the PRC government
has
imposed controls on bank credits, limits on loans for fixed assets and
restrictions on state bank lending. The implementation of such policies may
impede economic growth. In October 2004, the People’s Bank of China, the PRC’s
central bank, raised interest rates for the first time in nearly a decade and
indicated in a statement that the measure was prompted by inflationary concerns
in the Chinese economy. In April 2006, the People’s Bank of China raised the
interest rate again. Repeated rises in interest rates by the central bank would
likely slow economic activity in China which could, in turn, materially increase
our
costs
and also reduce demand for
our
products
and services.
Failure
to comply with the United States Foreign Corrupt Practices Act could subject
us
to penalties and other adverse consequences.
As
our
ultimate holding company is a Delaware corporation, we are subject to the United
States Foreign Corrupt Practices Act, which generally prohibits United States
companies from engaging in bribery or other prohibited payments to foreign
officials for the purpose of obtaining or retaining business. Foreign companies,
including some that may compete with us, are not subject to these prohibitions.
Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices
may occur from time-to-time in the PRC. We can make no assurance, however,
that
our employees or other agents will not engage in such conduct for which we
might
be held responsible. If our employees or other agents are found to have engaged
in such practices, we could suffer severe penalties and other consequences
that
may have a material adverse effect on our business, financial condition and
results of operations.
If
we make equity compensation grants to persons who are PRC citizens, they
may be
required to register with the State Administration of Foreign Exchange of
the
PRC, or SAFE. We may also face regulatory uncertainties that could restrict
our
ability to adopt an equity compensation plan for our directors and employees
and
other parties under PRC law.
On
April
6, 2007, SAFE issued the “Operating Procedures for Administration of Domestic
Individuals Participating in the Employee Stock Ownership Plan or Stock Option
Plan of An Overseas Listed Company, also know as “Circular 78.” It is not clear
whether Circular 78 covers all forms of equity compensation plans or only those
which provide for the granting of stock options. For any plans which are so
covered and are adopted by a non-PRC listed company after April 6, 2007,
Circular 78 requires all participants who are PRC citizens to register with
and
obtain approvals from SAFE prior to their participation in the plan. In
addition, Circular 78 also requires PRC citizens to register with SAFE and
make
the necessary applications and filings if they participated in an overseas
listed company’s covered equity compensation plan prior to April 6, 2007. We
intend to adopt an equity compensation plan in the future and make option grants
to our officers and directors, most of who are PRC citizens. Circular 78 may
require our officers and directors who receive option grants and are PRC
citizens to register with SAFE. We believe that the registration and approval
requirements contemplated in Circular 78 will be burdensome and time consuming.
If it is determined that any of our equity compensation plans are subject to
Circular 78, failure to comply with such provisions may subject us and
participants of our equity incentive plan who are PRC citizens to fines and
legal sanctions and prevent us from being able to grant equity compensation
to
our PRC employees. In that case, our ability to compensate our employees and
directors through equity compensation would be hindered and our business
operations may be adversely affected.
We
have enjoyed certain preferential tax concessions and the loss of these
preferential tax concessions may cause its tax liabilities to increase and
its
profitability to decline.
Our
operating subsidiary, Shenzhen Highpower, is subject to a reduced enterprise
income tax rate of 15%, which is granted to all enterprises operating in the
Shenzhen Special Economic Zone. From 2005 to 2007, Shenzhen Highpower has
enjoyed a preferential income tax rate of 7.5% due to its status as a new
business
and
high-tech enterprise.
That
status will
expire
on
December
31, 2007
.
The
expiration of the preferential tax treatment will increase our tax liabilities
and reduce our profitability. Additionally, the PRC Enterprise Income Tax Law
(the “EIT Law”) was enacted on March 16, 2007. Under the EIT Law, effective
January 1, 2008, China will adopt a uniform tax rate of 25.0% for all
enterprises (including foreign-invested enterprises) and cancel several tax
incentives enjoyed by foreign-invested enterprises. Since the PRC government
has
not announced implementation measures for the transitional policy with regards
to such preferential tax rates, we cannot reasonably estimate the financial
impact of the new tax law to us at this time. Any future increase in the
enterprise income tax rate applicable to us or other adverse tax treatments,
could increase our tax liabilities and reduce our net income.
Any
recurrence of Severe Acute Respiratory Syndrome (SARS), Avian Flu, or another
widespread public health problem, in the PRC could adversely affect our
operations.
A
renewed
outbreak of SARS, Avian Flu or another widespread public health problem in
China, where all of
our
manufacturing facilities are located and where the substantial portion of our
sales occur, could have a negative effect on
our
operations.
Our
business
is dependent upon its ability to continue to manufacture products. Such an
outbreak could have an impact on
our
operations as a result of:
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quarantines
or closures of some of
our
manufacturing
facilities, which would severely disrupt
our
operations,
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the
sickness or death of
our
key
officers and employees, and
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a
general slowdown in the Chinese
economy.
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Any
of
the foregoing events or other unforeseen consequences of public health problems
could adversely affect
our
operations.
A
downturn in the economy of the PRC may slow our growth and
profitability.
The
growth of the Chinese economy has been uneven across geographic regions and
economic sectors. There can be no assurance that growth of the Chinese economy
will be steady or that any downturn will not have a negative effect on
our
business, especially if it results in either a decreased use of our products
or
in pressure on us to lower our prices.
Because
our business is located in the PRC, we may have difficulty establishing adequate
management, legal and financial controls, which it is required to do in order
to
comply with U.S. securities laws.
PRC
companies have historically not adopted a Western style of management and
financial reporting concepts and practices, which includes strong corporate
governance, internal controls and, computer, financial and other control
systems.
Most
of
our middle and top management staff are not educated and trained in the Western
system, and we may difficulty hiring new employees in the PRC with such
training.
In
addition,
we
may
have
difficulty in hiring and retaining a sufficient number of qualified employees
to
work in the PRC. As a result of these factors,
we
may
experience difficulty in establishing management, legal and financial controls,
collecting financial data and preparing financial statements, books of account
and corporate records and instituting business practices that meet Western
standards. Therefore,
we
may,
in
turn, experience difficulties in implementing and maintaining adequate internal
controls as required under Section 404 of the Sarbanes-Oxley Act of 2002. This
may result in significant deficiencies or material weaknesses in
our
internal
controls which could impact the reliability of its financial statements and
prevent
us
from
complying with SEC rules and regulations and the requirements of the
Sarbanes-Oxley Act of 2002. Any such deficiencies, weaknesses or lack of
compliance could have a materially adverse effect on
our
business.
Investors
may experience difficulties in effecting service of legal process, enforcing
foreign judgments or bringing original actions in China based upon U.S. laws,
including the federal securities laws or other foreign laws against us or our
management.
Most
of
our
current
operations, including the manufacturing and distribution of our products, are
conducted in China. Moreover, all of
our
directors
and officers are nationals and residents of China or Hong Kong. All or
substantially all of the assets of these persons are located outside the United
States and in the PRC. As a result, it may not be possible to effect service
of
process within the United States or elsewhere outside China upon these persons.
In addition, uncertainty exists as to whether the courts of China would
recognize or enforce judgments of U.S. courts obtained against
us
or such
officers and/or directors predicated upon the civil liability provisions of
the
securities laws of the United States or any state thereof, or be competent
to
hear original actions brought in China against
us
or such
persons predicated upon the securities laws of the United States or any state
thereof.
RISKS
RELATED TO OUR CAPITAL STRUCTURE
There
is no current trading market for
our
common
stock, and there is no assurance of an established public trading market, which
would adversely affect the ability of
our
investors
to sell their securities in the public market.
Our
common
stock is not currently listed or quoted for trading on any national securities
exchange or national quotation system.
We
intend
to
apply for the listing of our common stock on the American Stock Exchange in
the
future. There is no guarantee that the American Stock Exchange, or any other
exchange or quotation system, will permit
our
shares
to
be listed and traded. If
we
fail
to
obtain a listing on the American Stock Exchange, we may seek quotation on the
OTC Bulletin Board. The NASD has enacted changes that limit quotations on the
OTC Bulletin Board to securities of issuers that are current in their reports
filed with the Securities and Exchange Commission. The effect on the OTC
Bulletin Board of these rule changes and other proposed changes cannot be
determined at this time. The OTC Bulletin Board is an inter-dealer,
over-the-counter market that provides significantly less liquidity than the
NASDAQ Global Market (the “NASDAQ Global Market”). Quotes for stocks included on
the OTC Bulletin Board are not listed in the financial sections of newspapers
as
are those for the NASDAQ Global Market. Therefore, prices for securities traded
solely on the OTC Bulletin Board may be difficult to obtain and holders of
common stock may be unable to resell their securities at or near their original
offering price or at any price.
Shares
eligible for future sale may adversely affect the market price of our common
stock, as the future sale of a substantial amount of outstanding stock in the
public marketplace could reduce the price of our common
stock.
Pursuant
to the terms of the Share Exchange, we agreed to file a registration statement
with the Securities and Exchange Commission to register the shares of
our
common
stock issued in an equity financing that that was conducted in connection with
the Share Exchange. The registration statement must be filed with 30 days of
the
closing of the Share Exchange.
We
also
agreed to register all of the 2,843,398 shares of common stock held by our
shareholders immediately prior to the Share Exchange. Of these shares, 1,307,963
shares would be covered by the registration statement filed in connection with
the Private Placement, and 1,535,435 shares, which are beneficially owned by
affiliates of the placement agent would be included in a subsequent registration
statement filed by
us
within
10
days after the end of the six-month period that immediately follows the date
on
which
we
file
the
registration statement to register the shares issued in the Private Placement.
All of the shares included in an effective registration statement as described
above may be freely sold and transferred except if subject to a lock up
agreement. This current report is not an offer of securities for sale. Any
securities sold in the private placement have not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States unless registered under the Securities Act of 1933, as amended, or
pursuant to an exemption from such registration.
Additionally,
following the Share Exchange, the former stockholders of HKHT may be eligible
to
sell all or some of
our
shares
of
common stock by means of ordinary brokerage transactions in the open market
pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject
to certain limitations. In general, pursuant to Rule 144, a stockholder (or
stockholders whose shares are aggregated) who has satisfied a one-year holding
period may, under certain circumstances, sell within any three-month period
a
number of securities which does not exceed the greater of 1% of the then
outstanding shares of common stock or the average weekly trading volume of
the
class during the four calendar weeks prior to such sale. As of the closing
of
the Share Exchange, 1% of
our
issued
and outstanding shares of common stock was approximately 2,047,809 shares.
Rule
144 also permits, under certain circumstances, the sale of securities, without
any limitations, by a non-affiliate that has satisfied a two-year holding
period. Any substantial sale of common stock pursuant to any resale prospectus
or Rule 144 may have an adverse effect on the market price of
our
common
stock by creating an excessive supply.
Following
the Share Exchange, the former principal shareholders of HKHT have significant
influence over Us.
The
former shareholders of HKHT beneficially own or control approximately 72.3%
of
our outstanding shares as of the close of the Share Exchange. If these
shareholders were to act as a group, they would have a controlling influence
in
determining the outcome of any corporate transaction or other matters submitted
to our stockholders for approval, including mergers, consolidations and the
sale
of all or substantially all of our assets, election of directors, and other
significant corporate actions. Such shareholders may also have the power to
prevent or cause a change in control. In addition, without the consent of the
former HKHT shareholders, we could be prevented from entering into transactions
that could be beneficial to us. The interests of the former HKHT shareholders
may differ from the interests of our other stockholders.
If
we fail to maintain effective internal controls over financial reporting, the
price of our common stock may be adversely affected.
We
are
required to establish and maintain appropriate internal controls over financial
reporting. Failure to establish those controls, or any failure of those controls
once established, could adversely impact our public disclosures regarding our
business, financial condition or results of operations. Any failure of these
controls could also prevent us from maintaining accurate accounting records
and
discovering accounting errors and financial frauds. Rules adopted by the SEC
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual
assessment of our internal control over financial reporting, and attestation
of
this assessment by our independent registered public accountants. The SEC
extended the compliance dates for non-accelerated filers, as defined by the
SEC.
Accordingly, we believe that the annual assessment of our internal controls
requirement will first apply to our annual report for the 2008 fiscal year
and
the attestation requirement of management’s assessment by our independent
registered public accountants will first apply to our annual report for the
2009
fiscal year. The standards that must be met for management to assess the
internal control over financial reporting as effective are new and complex,
and
require significant documentation, testing and possible remediation to meet
the
detailed standards. We may encounter problems or delays in completing activities
necessary to make an assessment of our internal control over financial
reporting. In addition, the attestation process by our independent registered
public accountants is new and we may encounter problems or delays in completing
the implementation of any requested improvements and receiving an attestation
of
our assessment by our independent registered public accountants. If we cannot
assess our internal control over financial reporting as effective, or our
independent registered public accountants are unable to provide an unqualified
attestation report on such assessment, investor confidence and share value
may
be negatively impacted.
In
addition, management’s assessment of internal controls over financial reporting
may identify weaknesses and conditions that need to be addressed in our internal
controls over financial reporting or other matters that may raise concerns
for
investors. Any actual or perceived weaknesses and conditions that need to be
addressed in our internal control over financial reporting, disclosure of
management’s assessment of our internal controls over financial reporting, or
disclosure of our public accounting firm’s attestation to or report on
management’s assessment of our internal controls over financial reporting may
have an adverse impact on the price of our common stock.
Because
most of our sales are made in U.S. dollars and most of our expenses are paid
in
RMB, devaluation of the U.S. dollar could negatively impact our results of
operations.
The
value
of RMB is subject to changes in China’s governmental policies and to
international economic and political developments. In January, 1994, the PRC
government implemented a unitary managed floating rate system. Under this
system, the People’s Bank of China, or PBOC, began publishing a daily base
exchange rate with reference primarily to the supply and demand of RMB against
the U.S. dollar and other foreign currencies in the market during the previous
day. Authorized banks and financial institutions are allowed to quote buy and
sell rates for RMB within a specified band around the central bank’s daily
exchange rate. On July 21, 2005, PBOC announced an adjustment of the
exchange rate of the U.S. dollar to RMB from 1:8.27 to 1:8.11 and modified
the
system by which the exchange rates are determined. This modification has
resulted in an approximate 7.3% appreciation of the RMB against the U.S. dollar
from July 21, 2005 to May 2, 2007. While the international reaction to
the RMB revaluation has generally been positive, there remains significant
international pressure on the PRC government to adopt an even more flexible
currency policy, which could result in further fluctuations of the exchange
rate
of the U.S. dollar against the RMB, including future devaluations. Because
most
of our net sales are made in U.S. dollars and most of our expenses are paid
in
RMB, any future devaluation of the U.S. dollar against the RMB could negatively
impact our results of operations.
We
may
not be able to achieve the benefits
we
expect
to result from the Share Exchange.
On
October 20, 2007, we entered into the Exchange Agreement with all of the
shareholders of HKHT, pursuant to which we agreed to acquire 100% of the issued
and outstanding securities of HKHT in exchange for shares of our common stock.
On November 2, 2007, the Share Exchange closed, HKHT became our 100%-owned
subsidiary and our sole business operations became that of HKHT. We also have
a
new Board of Directors and management consisting of persons of persons from
HKHT
and changed our corporate name from SRKP 11, Inc. to Hong Kong Highpower
Technology, Inc.
We
may
not realize the benefits that we hoped to receive as a result of the Share
Exchange, which include:
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access
to the capital markets of the United
States;
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the
increased market liquidity expected to result from exchanging stock
in a
private
company
for securities of a public company that may eventually be
traded;
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the
ability to use registered securities to make acquisition of assets
or
businesses;
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increased
visibility in the financial
community;
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enhanced
access to the capital markets;
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improved
transparency of operations; and
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perceived
credibility and enhanced corporate image of being a publicly traded
company.
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There
can
be no assurance that any of the anticipated benefits of the Share Exchange
will
be realized in respect to our new business operations. In addition, the
attention and effort devoted to achieving the benefits of the Share Exchange
and
attending to the obligations of being a public company, such as reporting
requirements and securities regulations, could significantly divert management’s
attention from other important issues, which could materially and adversely
affect our operating results or stock price in the future.
Compliance
with changing regulation of corporate governance and public disclosure will
result in additional expenses.
Changing
laws, regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC
regulations, have created uncertainty for public companies and significantly
increased the costs and risks associated with accessing the public markets
and
public reporting. Highpower’s management team will need to invest significant
management time and financial resources to comply with both existing and
evolving standards for public companies, which will lead to increased general
and administrative expenses and a diversion of management time and attention
from revenue generating activities to compliance activities.
Our
common
stock may be considered a “penny stock,” and thereby be subject to additional
sale and trading regulations that may make it more difficult to
sell.
Our
common stock, which is not currently listed or quoted for trading, may be
considered to be a “penny stock” if it does not qualify for one of the
exemptions from the definition of “penny stock” under Section 3a51-1 of the
Securities Exchange Act for 1934, as amended (the “Exchange Act”) once, and if,
it starts trading.
Our
common
stock may be a “penny stock” if it meets one or more of the following conditions
(i) the stock trades at a price less than $5.00 per share; (ii) it is NOT traded
on a “recognized” national exchange; (iii) it is NOT quoted on the Nasdaq
Capital Market, or even if so, has a price less than $5.00 per share; or (iv)
is
issued by a company that has been in business less than three years with net
tangible assets less than $5 million.
The
principal result or effect of being designated a “penny stock” is that
securities broker-dealers participating in sales of
our
common
stock will be subject to the “penny stock” regulations set forth in Rules 15-2
through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2
requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document at least two business days
before effecting any transaction in a penny stock for the investor’s account.
Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any
penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience
as to
be reasonably capable of evaluating the risks of penny stock transactions;
(iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that
it
accurately reflects the investor’s financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of
our
common
stock to resell their shares to third parties or to otherwise dispose of them
in
the market or otherwise.
We
do not foresee paying cash dividends in the foreseeable future and, as a result,
our investors’ sole source of gain, if any, will depend on capital appreciation,
if any.
We
do not
plan to declare or pay any cash dividends on our shares of common stock in
the
foreseeable future and currently intend to retain any future earnings for
funding growth. As a result, investors should not rely on an investment in
our
securities if they require the investment to produce dividend income. Capital
appreciation, if any, of our shares may be investors’ sole source of gain for
the foreseeable future. Moreover, investors may not be able to resell their
shares of Highpower at or above the price they paid for them.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The
information contained in this report, including in the documents incorporated
by
reference into this report, includes some statement that are not purely
historical and that are “forward-looking statements” as defined by the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
include, but are not limited to, statements regarding Highpower’s and its
management’s expectations, hopes, beliefs, intentions or strategies regarding
the future, including Highpower’s financial condition, results of operations,
and the expected impact of the Merger on the parties’ individual and combined
financial performance. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
“anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,”
“projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the
negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking.
The
forward-looking statements contained in this report are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties’ control) or other assumptions that may cause
actual results or performance to be materially different from those expressed
or
implied by these forward-looking statements, including the
following:
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Our
reliance on our major customers for a large portion of our net
sales;
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Our
reliance on a limited number of suppliers for nickel, our principal
raw
material;
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Our
ability to develop and market new
products;
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Our
ability to establish and maintain a strong
brand;
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Continued
maintenance of certificates, permits and licenses required to conduct
business in China;
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Protection
of our intellectual property
rights;
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The
market acceptance of our products;
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Exposure
to product liability and defect
claims;
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Changes
in the laws of the PRC that affect our
operations;
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Any
recurrence of severe acute respiratory syndrome, or
SARS;
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Our
ability to obtain all necessary government certifications and/or
licenses
to conduct our business;
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Development
of a public trading market for our
securities;
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The
cost of complying with current and future governmental regulations
and the
impact of any changes in the regulations on our operations; and
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The
other factors referenced in this Current Report, including, without
limitation, under the sections entitled “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,”
and “Highpower's Business.”
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These
risks and uncertainties, along with others, are also described above under
the
heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of the parties’ assumptions prove incorrect, actual
results may vary in material respects from those projected in these
forward-looking statements. Highpower undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws.
ADDITIONAL
DISCLOSURE
For
additional information that would be required if the Company were filing a
general form for registration of securities on Form 10 or Form 10-SB, see Item
2.02 for “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” Item 3.03 for a description of the Company’s securities
post-Share Exchange and related discussion of market price, and Item 4.01
regarding changes in the Company’s accountant, all incorporated by reference
herein. Required disclosure regarding the change in control of the Company,
the
impact on its directors, executive officers, control persons and related
compensation and beneficial ownership issues are addressed in Item 5.01,
incorporated by reference herein. Attention is also directed to Item 9.01,
which
provides Highpower’s audited financial statements as of and for the period ended
December 31, 2006, the unaudited financial statements as of and for the six
months ended June 30, 2007, and pro forma financial information regarding the
effects of the Share Exchange.
Item
2.02
Results
of Operations and Financial Condition.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion relates to a discussion of the financial condition and
results of operations of Hong Kong Highpower Technology Co., Ltd.’s (referred to
herein as “HKHT”). This management’s discussion and analysis of financial
condition and results of operations should be read in conjunction with its
financial statements and the related notes, and the other financial information
included in this information statement.
Forward-Looking
Statements
This
filing contains forward-looking statements. The words “anticipated,” “believe,”
“expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and
similar expressions are intended to identify forward-looking statements. These
statements include, among others, information regarding future operations,
future capital expenditures, and future net cash flow. Such statements reflect
our management’s current views with respect to future events and financial
performance and involve risks and uncertainties, including, without limitation,
general economic and business conditions, changes in foreign, political, social,
and economic conditions, regulatory initiatives and compliance with governmental
regulations, the ability to achieve further market penetration and additional
customers, and various other matters, many of which are beyond our control.
Should one or more of these risks or uncertainties occur, or should underlying
assumptions prove to be incorrect, actual results may vary materially and
adversely from those anticipated, believed, estimated or otherwise indicated.
Consequently, all of the forward-looking statements made in this filing are
qualified by these cautionary statements and there can be no assurance of the
actual results or developments.
Overview
HKHT
was
incorporated in Hong Kong in
2003.
HKHT operates its business primarily through its wholly-owned subsidiary
Shenzhen Highpower Technology Co., Ltd., a company organized under the laws
of
the PRC. Shenzhen Highpower was founded in 2001.
On
October 20, 2007, SRKP 11, Inc., a Delaware corporation (“SRKP 11”),
entered into a share exchange agreement (the “Exchange Agreement”), with HKHT
and its shareholders, pursuant to which these shareholders would transfer all
of
the issued and outstanding securities of HKHT to SRKP 11 in exchange for
14,798,328 shares of SRKP 11’s common stock. On November 2, 2007, the Share
Exchange closed and we became a wholly-owned subsidiary of SRKP 11, which
immediately changed its name to “
Hong
Kong
Highpower Technology, Inc.
”
A
total
of 14,798,328 shares were issued to the former shareholders of HKHT.
In
addition, on November 2, 2007, concurrently with the close of the Share
Exchange, we conducted a private placement transaction (the “Private
Placement”). Pursuant to Subscription Agreements entered into with the
investors, we sold an aggregate of 2,836,364 shares of Common stock at $1.10
per
share. As a result, we received gross proceeds in the amount of $3.12 million.
Through
Shenzhen Highpower, we manufacture Ni-MH rechargeable batteries for both
consumer and industrial applications. We have developed significant expertise
in
Ni-MH battery technology and large-scale manufacturing that enables us to
improve the quality of our battery products, reduce costs, and keep pace with
evolving industry standards. Our automated machinery allows us to process key
aspects of the manufacturing process to ensure high uniformity and precision,
while leaving the non-key aspects of the manufacturing process to manual
labor.
We
employ
a broad network of salespersons in China and Hong Kong, which target key
customers by arranging in-person sales presentations and providing post-sale
services. The sales staff works with our customers to better address customers’
needs.
Critical
Accounting Policies and Estimates
Financial
Reporting Release No. 60 recommends that all companies include a discussion
of
critical accounting policies used in the preparation of their financial
statements. The SEC defines critical accounting policies as those that are,
in
management's view, most important to the portrayal of our financial condition
and results of operations and those that require significant judgments and
estimates.
The
preparation of these consolidated financial statements requires our management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, as well as the disclosure of contingent
assets and liabilities at the date of our financial statements. We base our
estimates on historical experience, actuarial valuations and various other
factors that we believe to be reasonable under the circumstances, the results
of
which form the basis for making judgments about the carrying value of assets
and
liabilities that are not readily apparent from other sources. Some of those
judgments can be subjective and complex and, consequently, actual results may
differ from these estimates under different assumptions or conditions. While
for
any given estimate or assumption made by our management there may be other
estimates or assumptions that are reasonable, we believe that, given the current
facts and circumstances, it is unlikely that applying any such other reasonable
estimate or assumption would materially impact the financial statements. The
accounting principles we utilized in preparing our consolidated financial
statements conform in all material respects to generally accepted accounting
principles in the United States of America.
Basis
of presentation and consolidation
.
Our
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America. The
consolidated financial statements include our accounts and those of our
subsidiaries. All significant inter-company accounts and transactions have
been
eliminated in consolidation.
Use
of estimates
.
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities
and
disclosures of contingent assets and liabilities at the dates of the financial
statements, as well as the reported amounts of revenues and expenses during
the
reporting periods. These accounts and estimates include, but are not limited
to,
the valuation of accounts receivable, inventories, deferred income taxes and
the
estimation on useful lives of plant and equipment. Actual results could differ
from those estimates.
Economic
and political risks
.
The
operations of our subsidiary, Shenzhen Highpower, are conducted in the PRC.
Accordingly, our business, financial condition and results of operations may
be
influenced by the political, economic and legal environment in the PRC and
by
the general state of the PRC economy.
Shenzhen
Highpower’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America
and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. Our
results may be adversely affected by changes in the political and social
conditions in the PRC and by changes in governmental policies with respect
to
laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad and rates and methods of taxation, among other
things.
Concentrations
of credit risk
.
Financial instruments that potentially subject us to significant concentrations
of credit risk consist principally of accounts receivable. We extend credit
based on an evaluation of the customer’s financial condition, generally without
requiring collateral or other security. In order to minimize the credit risk,
the management has delegated a team responsible for the determination of credit
limits, credit approvals and other monitoring procedures to ensure that
follow-up action is taken to recover overdue debts. Further, we review the
recoverable amount of each individual trade debt at each balance sheet date
to
ensure that adequate impairment losses are made for irrecoverable amounts.
In
this regard, we consider that our credit risk is significantly reduced.
Accounts
receivable
.
Accounts receivable are stated at original amount less allowance made for
doubtful receivables, if any, based on a review of all outstanding amounts
at
the year end. An allowance is also made when there is objective evidence that
we
will not be able to collect all amounts due according to original terms of
receivables. Bad debts are written off when identified. We extend unsecured
credit to customers in the normal course of business and believe all accounts
receivable in excess of the allowances for doubtful receivables to be fully
collectible. We do not accrue interest on trade accounts receivable.
During
the years ended six months ended June 30, 2007 and the years ended December
31,
2006 and 2005, the Company experienced bad debts of $21,121, $22,878 and $9,645,
respectively.
Inventories
.
Inventories are stated at the lower of cost or market value. Cost is determined
on a weighted average basis and includes purchase costs, direct labor and
factory overheads. In assessing the ultimate realization of inventories,
management makes judgments as to future demand requirements compared to current
or committed inventory levels. Our reserve requirements generally increase
as
the management projected demand requirements increase and decrease due to market
conditions and product life cycle changes.
Revenue
recognition
.
Revenue
from sales of our products is recognized when the significant risks and rewards
of ownership have been transferred to the buyer at the time of delivery and
the
sales price is fixed or determinable and collection is reasonably assured.
Income
taxes
.
We use
the asset and liability method of accounting for income taxes pursuant to SFAS
No. 109 “Accounting for Income Taxes”. Under the asset and liability method of
SFAS 109, deferred tax assets and liabilities are recognized for the future
tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and loss carry
forwards and their respective tax bases. Deferred tax assets and liabilities
are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.
In
accordance with the relevant tax laws and regulations of PRC, the corporation
income tax rate of Shenzhen Highpower is 15%. However, also in accordance with
the relevant taxation laws in the PRC, from the time that Shenzhen Highpower
has
its first profitable tax year, it is exempt from corporate income tax for its
first two years and is then entitled to a 50% tax reduction for the succeeding
three years. Shenzhen Highpower’s first profitable tax year was 2003. Shenzhen
Highpower will be levied at the 15% tax rate in 2008.
Foreign
currency translation
.
We
maintain our financial statements in the functional currency. The functional
currencies of the Company and Shenzhen Highpower are U.S. Dollars and Renminbi
(“RMB”) respectively. Monetary assets and liabilities denominated in currencies
other than the functional currency are translated into the functional currency
at rates of exchange prevailing at the balance sheet dates. Transactions
denominated in currencies other than the functional currency are translated
into
the functional currency at the exchanges rates prevailing at the dates of the
transaction. Exchange gains or losses arising from foreign currency transactions
are included in the determination of net income for the respective
periods.
For
financial reporting purposes, our financial statements which are prepared using
the functional currency have been translated into U.S. Dollars. Assets and
liabilities are translated at the exchange rates at the balance sheet dates
and
revenue and expenses are translated at the average exchange rates and
stockholders’ equity is translated at historical exchange rates. Any translation
adjustments resulting are not included in determining net income but are
included in foreign exchange adjustment to other comprehensive income, a
component of stockholders’ equity.
The
RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that RMB amounts could have been, or could be, converted into U.S.
Dollars at rates used in translation.
Results
of Operations
The
following table sets forth certain items in our statement of operations as
a
percentage of net sales for the periods shown:
|
|
|
Year ended December 31,
|
|
Six months ended
June 30,
|
|
|
|
|
2004
|
|
2005
|
|
2006
|
|
2006
|
|
2007
|
|
|
Net
sales
|
|
|
100
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost
of sales
|
|
|
86
|
%
|
|
83.29
|
%
|
|
83.51
|
%
|
|
80.45
|
%
|
|
90.23
|
%
|
|
Gross
profit
|
|
|
14
|
%
|
|
16.71
|
%
|
|
16.49
|
%
|
|
19.55
|
%
|
|
9.77
|
%
|
|
Administrative
and other operating expenses
|
|
|
5
|
%
|
|
3.42
|
%
|
|
4.87
|
%
|
|
4.64
|
%
|
|
6.39
|
%
|
|
Income
from operations
|
|
|
2.8
|
%
|
|
9.69
|
%
|
|
7.76
|
%
|
|
11.41
|
%
|
|
0.2
|
%
|
|
Interest
expense
|
|
|
0.09
|
%
|
|
0.2
|
%
|
|
0.6
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
Income
before taxes
|
|
|
4.2
|
%
|
|
10
|
%
|
|
7.54
|
%
|
|
11.06
|
%
|
|
2.3
|
%
|
|
Income
taxes
|
|
|
0.15
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
0.2
|
%
|
|
Net
income
|
|
|
4.3
|
%
|
|
9.24
|
%
|
|
7
|
%
|
|
10.29
|
%
|
|
2.14
|
%
|
Comparison
of six months ended June 30, 2007 with six months ended June 30,
2006
Net
sales
for the six months ended June 30, 2007 were $31.3 million compared to
$17.6 million for the six months ended June 30, 2006, an increase of
78%. This increase was largely due to the increase in the costs of nickel,
which
we did not pass along to our customers. Although we do not currently engage
in
any hedging activities with the intent to decrease the risk related to the
cost
of raw materials, we currently intend to enter into hedging arrangements
starting in 2008.
Cost
of
sales consists of the cost of nickel and other materials
.
Costs of
sales were $28.2 million the six months ended June 30, 2007 as
compared to $14.1 million for the comparable period in 2006. As a
percentage of net sales, cost of sales increased to 90.2% for the six months
ended June 30, 2007 compared to 80.5% for the comparable period in 2006. This
was attributable to increase in the cost of nickel during the
period.
Gross
profit for the six months ended June 30, 2007 was $3.1 million, or
9.8% of net sales, compared to $3.4 million, or 20% of net sales, for the
comparable period in 2006. Management considers gross profit to be a key
performance indicator in managing our business. Gross profit margins are usually
a factor of cost of sales, product mix and demand for product. The decrease
in
our gross profit margin for the six months ended June 30, 2007 is primarily
due to
the
increase in the cost of nickel by 67% from January 2007 to May 2007, which
we
did not pass along to our customers. Because nickel prices have dropped sharply
45% since May 2007 and we do not expect any increases in the cost of nickel
in
the second half of fiscal 2007, we expect to increase our profit
margin
and sales volume in the second half of Fiscal 2007.
Selling
and distribution costs were $948,000 for the six months ended June 30, 2007
compared to $582,000 for the comparable period in 2006. The increase was due
to
the
expansion
of our market share, which likely increased due to our decision not to raise
the
selling price of our products despite the increase in the costs of raw
materials.
Administrative
and other operating expenses were $2.0 million, or 6.4% of net sales, for
the six months ended June 30, 2007 compared to $819,000, or 4.6% of net
sales, for the comparable period in 2006. The increase as a percentage of net
sales was due to increased labor costs and research and development expenses
and
the devaluation of the U.S. dollar relative to the RMB over the period.
Management considers these expenses as a percentage of net sales to be a key
performance indicator in managing our business.
Interest
expenses were $249,000 for the six months ended June 30, 2007 as compared
to $92,000 for the comparable period in 2006. The increase was primarily due
to
increases in borrowing rates under our bank facilities and higher borrowing
levels. Further increases in borrowing rates would further increase our interest
expense, which would have a negative effect on our results of
operations.
During
the six months ended June 30, 2007, we recorded a provision for income
taxes of $52,800 as compared to $137,000 for the comparable period in 2006.
The
decrease was a result of the decrease in our profit margin.
Net
income for the six months ended June 30, 2007 was $641,000, compared to a net
income of $1.8 million for the comparable period in 2006.
Comparison
of year ended December 31, 2006 (“Fiscal 2006”) with year ended
December 31, 2005 (“Fiscal 2005”)
Net
sales
for Fiscal 2006 were $44.4 million as compared to $25.0 million for
Fiscal 2005, an increase of 78%. This increase was largely due to increases
in
orders from existing customers and the procurement of new
customers.
Cost
of
sales for Fiscal 2006 were $37.1 million or 83.6% of net sales, as compared
to
$20.1 million for Fiscal 2005 or 83.3% of net sales. The increase in total
dollars and as a percentage of net sales was attributable to higher costs
associated with our products.
Gross
profit for Fiscal 2006 was $7.3 million, or 16.6% of net sales, compared to
$4.2 million, or 20.9% of net sales for Fiscal 2005. The decrease in our
gross profit margin for Fiscal 2006 is primarily due to increase in the price
of
nickel that we were unable to pass along to customers in the form of higher
prices charged for our battery products.
Administrative
and other operating expenses were $1.6 million, or 4.8% of net sales, for
Fiscal 2006, as compared to $854,000 or 3.4% of net sales, for Fiscal 2005.
The
increase as a percentage of net sales was due to increased labor costs and
research and development expenses and the devaluation of the U.S.
Dollar
relative to the RMB over the period.
Interest
expenses were $254,000 for Fiscal 2006 compared to $55,000 for Fiscal 2005.
This
increase is primarily attributable to higher borrowing levels to maintain
adequate inventory, and higher borrowing rates.
During
Fiscal 2006, we recorded a provision for income taxes of $240,000 compared
to
$188,000 for Fiscal 2005.
Net
income for Fiscal 2006 was $3.1 million, compared to net income of $2.3
million for Fiscal 2005.
Comparison
of year ended December 31, 2005 (“Fiscal 2005”) with year ended
December 31, 2004 (“Fiscal 2004”)
Net
sales
for Fiscal 2005 were $25.0 million as compared to $11.0 million for Fiscal
2004, an increase of 127%. This increase was largely due to increased sales
of
our products and the expansion of our customer base in overseas markets in
Fiscal 2005.
Cost
of
sales for Fiscal 2005 were $20.1 million, or 83.3% of net sales, as
compared to $9.4 million for Fiscal 2004, or 86% of net sales. The increase
in total dollars and as a percentage of net sales was attributable to a decrease
in the cost of nickel during the period.
Gross
profit for Fiscal 2005 was $4.2 million, or 20.9% of net sales, compared to
$1.5 million, or 14% of net sales for Fiscal 2004. The increase in our
gross profit margin for Fiscal 2005 is primarily due to a decrease in the cost
of nickel and an increase in sales of our products.
Administrative
and other operating expenses were $854,000, or 3.4% of net sales, for Fiscal
2005, as compared to $549,000, or
5%
of net
sales for Fiscal 2004. While administrative and other expenses increased over
the period due to an increase in sales, there was a decrease as a percentage
of
net sales because our net sales increased over the period in a greater
proportion than our expenses increased over the period.
Interest
expenses were $55,000 for Fiscal 2005 as compared to $9,600 for Fiscal 2004.
This increase is primarily attributable to an increase in our bank
borrowings.
During
Fiscal 2005, we recorded a provision for income taxes of $188,000, compared
to a
credit for income taxes of $16,600 for Fiscal 2004. This increase was the result
of the increase of our net income from Fiscal 2004 to Fiscal 2005.
Net
income for Fiscal 2005 was $2.3 million, compared to net income of $475,000
for Fiscal 2004.
Liquidity
and Capital Resources
To
provide liquidity and flexibility in funding our operations, we borrow amounts
under bank facilities and other external sources of financing. As of June 30,
2007, we had in place general banking facilities with five financial
institutions aggregating $11.7
million.
The maturity of these facilities is generally up to one year. The facilities
are
subject to annual review and approval. These banking facilities are guaranteed
by us and some of our shareholders, including Dang Yu Pan, Wen Liang Li and
Wen
Wei Ma, and contain customary affirmative and negative covenants for secured
credit facilities of this type. However, these covenants do not have any impact
on our ability to undertake additional debt or equity financing. Interest rates
are generally based on the banks’ reference lending rates. No significant
commitment fees are required to be paid for the banking facilities. As of June
30, 2007, we had utilized approximately $9.34 million under such general credit
facilities and had available unused credit facilities of $2.36
million.
On
November 2, 2007, upon the closing of a private placement, we received gross
proceeds of $3.12 million in a private placement transaction (the “Private
Placement”). Pursuant to Subscription Agreements entered into with the
investors, we sold an aggregate of 2,836,364 shares of Common Stock at $1.10
per
share. We agreed to file a registration statement covering the common stock
sold
in the Private Placement within 30 days of the closing of the Share Exchange
pursuant to the subscription agreement with each investor. For its services
as
placement agent, the placement agent received an aggregate commission equal
to
10% of the gross proceeds from the financing, in addition to a $40,000 success
fee for the Share Exchange, for an aggregate fee of $352,000.
For
the
six months ended June 30, 2007, net cash provided by operating activities
was approximately $2.3 million, as compared to $130,000 for the comparable
period in 2006. The increase in net cash provided by operating activities is
primarily attributable to
the
collection of outstanding accounts receivable. For Fiscal 2006, net cash used
in
operating activities was $2.1 million as compared to net cash provided by
operating activities of $852,000 for Fiscal 2005. The increase in net cash
used
in operating activities is primarily attributable to an increase in inventory.
Net
cash
used in investing activities was $4.2 million for the six months ended
June 30, 2007 compared to $785,000 for the comparable period in 2006. The
increase of cash used in investing activities was primarily attributable to
the
acquisition of land equity in HuiZhou and the procurement of the Ovicon patent
license. Net cash used in investing activities was $1.8 million in Fiscal 2006
as compared to $839,000 for Fiscal 2005. The increase in net cash used in
investing activities is primarily attributable to
the
acquisition of plant and equipment. Net cash provided by financing activities
was $2.6 million for the six months ended June 30, 2007 as compared to $1.2
million for the comparable period in 2006. The increase in net cash provided
by
financing activities was attributable to an increase of bank borrowings of
$3
million in 2007. Net cash provided by financing activities was approximately
$3.8 million for Fiscal 2006 as compared to $149,000 for Fiscal 2005. The
increase in net cash provided by financing activities is primarily attributable
to an increase of bank borrowings of $5 million for Fiscal
2006.
For
the
six months ended June 30, 2007 and for Fiscal 2006 and Fiscal 2005, our
inventory turnover was 1.8, 3.47 and 5.13 times, respectively. The average
days
outstanding of our accounts receivable at June 30, 2007 were 57 days, as
compared to 37 days at June 30, 2006. Inventory turnover and average days
outstanding are key operating measures that management relies on to monitor
our
business.
In
the
next 12 months, we expect to expand our research, development and manufacturing
of lithium-based batteries and anticipate additional capital expenditures of
approximately $3 million.
We
are
required to contribute a portion of our employees’ total salaries to the Chinese
government’s social insurance funds, including medical insurance, unemployment
insurance and job injuries insurance, and a housing assistance fund, in
accordance with relevant regulations. Upon the closing of the Share Exchange,
we
expect these contributions will increase administrative and other operating
expenses by $30,000 per month based on the size of our current workforce. We
expect the amount of our contribution to the government’s social insurance funds
to increase in the future as we expand our workforce and
operations.
Based
upon our present plans, we believe that cash on hand, cash flow from operations
and funds available under our bank facilities will be sufficient to fund our
capital needs for the next 12 months. However, our ability to maintain
sufficient liquidity depends partially on our ability to achieve anticipated
levels of revenue, while continuing to control costs. If we did not have
sufficient available cash, we would have to seek additional debt or equity
financing through other external sources, which may not be available on
acceptable terms, or at all. Failure to maintain financing arrangements on
acceptable terms would have a material adverse effect on our business, results
of operations and financial condition.
New
Accounting Pronouncements
In
July
2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
interpretation requires that we recognize in our financial statements, the
impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year,
with the cumulative effect of the change in accounting principle recorded as
an
adjustment to opening retained earnings, if any. Adoption of FIN 48 did not
have
an effect on our results of operations or financial condition. We did not have
any material unrecognized tax benefits as of January 1, 2007 or June 30,
2007.
In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. This Statement
shall be effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including any financial statements
for an interim period within that fiscal year. The provisions of this statement
should be applied prospectively as of the beginning of the fiscal year in which
this Statement is initially applied, except in some circumstances where the
statement shall be applied retrospectively. We are currently evaluating the
effect, if any, of SFAS 157 on its financial statements. Although we will
continue to evaluate the provisions of SFAS No.157, we currently do not believe
the adoption of SFAS No. 157 will have a material impact on our consolidated
financial statements.
In
September 2006, the SEC issued SAB No. 108, which provides guidance on the
process of quantifying financial statement misstatements. In SAB No. 108, the
SEC staff establishes an approach that requires quantification of financial
statement errors, under both the iron-curtain and the roll-over methods, based
on the effects of the error on each of the Company’s financial statements and
the related financial statement disclosures. SAB No. 108 is generally effective
for annual financial statements in the first fiscal year ending after November
15, 2006. The transaction provisions of SAB No.108 permits existing public
companies to record the cumulative effect in the first year ending after
November 15, 2006 by recording correcting adjustments to the carrying values
of
assets and liabilities as of the beginning of that year with the offsetting
adjustment recorded to the opening balance of retained earnings. The adoption
of
SAB No. 108 has no material effect on our financial statement.
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of SFAS
No.
115.” The fair value option established by SFAS No. 159 permits all entities to
choose to measure eligible items at fair value at specified election dates.
A
business entity will report unrealized gains and losses on items for which
the
fair value option has been elected in earnings (or another performance indicator
if the business entity does not report earnings) at each subsequent reporting
date. The fair value option: (a) may be applied instrument by instrument, with
a
few exceptions, such as investments otherwise accounted for by the equity
method; (b) is irrevocable (unless a new election date occurs); and (c) is
applied only to entire instruments and not to portions of instruments. SFAS
No.
159 is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of the previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the provisions
of
SFAS. No.157. We have not adopted this statement early. Although we will
continue to evaluate the provisions of SFAS No.159, management currently does
not believe the adoption of SFAS No. 159 will have a material impact on our
consolidated financial statements.
Quantitative
and Qualitative Disclosure Regarding Market Risk
Credit
Risk
We
are
exposed to credit risk from our cash at bank, fixed deposits and contract
receivables. The credit risk on cash at bank and fixed deposits is limited
because the counterparts are recognized financial institutions. Contract
receivables are subject to credit evaluations. We periodically record a
provision for doubtful collections based on an evaluation of the collectibility
of contract receivables by assessing, among other factors, the customer’s
willingness or ability to pay, repayment history, general economic conditions
and our ongoing relationship with the customers.
Foreign
Currency and Exchange Risk
The
functional currencies of our company are the Renminbi (RMB) and the U.S. Dollar.
Substantially all of our operations are conducted in the PRC and we pay the
majority of our expenses in RMB. However, approximately 75% of our sales are
made in U.S. Dollars. During the six months ended June 30, 2007, the exchange
rate of the RMB to the U.S. Dollar increased approximately 2.46% from the level
at the end of December 31, 2006. This fluctuation resulted in a slight increase
in our material costs during the six months ended June 30, 2007. A future
appreciation of the RMB against the U.S. dollar would increase our costs when
translated into U.S. Dollars and could adversely affect our margins unless
we
make sufficient offsetting sales. Conversion of RMB into foreign currencies
is
regulated by the People’s Bank of China through a unified floating exchange rate
system. Although the PRC government has stated its intention to support the
value of the RMB, there can be no assurance that such exchange rate will not
continue to appreciate significantly against the U.S. dollar. Exchange rate
fluctuations may also affect the value, in U.S. Dollar terms, of our net assets.
In addition, the RMB is not freely convertible into foreign currency and all
foreign exchange transactions must take place through authorized
institutions.
Country
Risk
The
substantial portion of our business, assets and operations are located and
conducted in Hong Kong and China. While these economies have experienced
significant growth in the past twenty years, growth has been uneven, both
geographically and among various sectors of the economy. The Chinese government
has implemented various measures to encourage economic growth and guide the
allocation of resources. Some of these measures benefit the overall economy
of
Hong Kong and China, but may also have a negative effect on us. For example,
our
operating results and financial condition may be adversely affected by
government control over capital investments or changes in tax regulations
applicable to us. If there are any changes in any policies by the Chinese
government and our business is negatively affected as a result, then our
financial results, including our ability to generate revenues and profits,
will
also be negatively affected.
Off-Balance
Sheet Arrangements
We
do not
have any off-balance sheet debt, nor do we have any transactions, arrangements
or relationships with any special purpose entities.
Contractual
Obligations
This
table summarizes our known contractual obligations and commercial commitments
at
June 30, 2007.
|
Contractual
Obligations
|
|
Payments
due by period
|
|
|
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
|
|
Credit
Facilities
|
|
$
|
9,340,841
|
|
$
|
9,340,841
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Purchase
Obligations (1)
|
|
$
|
19,805,889
|
|
$
|
19,805,889
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
License
Agreement
|
|
$
|
1,112,579
|
|
$
|
1,112,579
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30,259,309
|
|
$
|
30,259,309
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1)
|
Primarily
represents obligations to purchase specified quantities of raw
materials.
|
Inflation
and Seasonality
Inflation
and seasonality have not had a significant impact on our operations during
the
last two fiscal years.
Item
3.02
Unregistered
Sales of Equity Securities.
On
November 2, 2007, pursuant to the terms of the Exchange Agreement entered into
by and between SRKP 11, Inc. (“SRKP 11”), Hong Kong Highpower
Technology Co., Ltd. (“HKHT”) and the shareholders of HKHT (as described in Item
2.01 above), SRKP 11 issued 14,798,328 shares of common stock to the
shareholders of HKHT in exchange for all of the issued and outstanding
securities of HKHT. The securities were offered and issued in reliance upon
an
exemption from registration pursuant to Section 4(2) under the Securities Act
of
1933, as amended, and Rule 506 promulgated thereunder. The shareholders of
HKHT
qualified as accredited investors (as defined by Rule 501 under the Securities
Act of 1933, as amended).
On
November 2, 2007, we conducted an initial closing of a private placement (the
“Private Placement”). We received gross proceeds of $3.12 million in a private
placement transaction. Pursuant to subscription agreements entered into with
the
investors, we sold an aggregate of 2,836,364 shares of Common Stock at a price
of $1.10 per share. The securities were offered and sold to investors in
reliance upon exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Each
of
the persons and/or entities receiving our securities qualified as an accredited
investor (as defined by Rule 501 under the Securities Act of 1933, as
amended).
THIS
CURRENT REPORT IS NOT AN OFFER OF SECURITIES FOR SALE. ANY SECURITIES SOLD
IN
THE PRIVATE PLACEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,
AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION.
SRKP 11
issued 5,400,000 shares of common stock on January 3, 2006 to seven persons
for
an aggregate cash consideration of $2,000. SRKP 11 sold these shares of
common stock under the exemption from registration provided by Section 4(2)
of
the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
Prior
to the closing of the Share Exchange and Private Placement, the shareholders
of
SRKP 11 agreed to the cancellation of an aggregate of 2,556,602 shares held
by
them such that there were 2,843,398 shares of common stock outstanding
immediately prior to the Share Exchange and Private Placement.
POST-SHARE
EXCHANGE DESCRIPTION OF SECURITIES
Common
Stock
We
are
authorized to issue 100,000,000 shares of common stock, $.0001 par value per
share, of which 20,478,090 shares are issued and outstanding as of the close
of
the Share Exchange. Each outstanding share of common stock is entitled to one
vote, either in person or by proxy, on all matters that may be voted upon by
their holders at meetings of the stockholders.
Holders
of our common stock
|
|
(i)
|
have
equal ratable rights to dividends from funds legally available therefore,
if declared by our Board of
Directors;
|
|
|
(ii)
|
are
entitled to share ratably in all of the Company’s assets available for
distribution to holders of common stock upon our liquidation, dissolution
or winding up;
|
|
|
(iii)
|
do
not have preemptive, subscription or conversion rights or redemption
or
sinking fund provisions; and
|
|
|
(iv)
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote at all meetings of our
stockholders.
|
The
holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than fifty percent (50%) of outstanding
shares voting for the election of directors can elect all of our directors
if
they so choose and, in such event, the holders of the remaining shares will
not
be able to elect any of our directors.
At
the
completion of the Share Exchange and Private Placement, the principal
stockholders of HKHT prior to the Share Exchange own approximately 72.3% of
the
outstanding shares of our common stock. Accordingly, after completion of the
Share Exchange, these stockholders are in a position to control all of our
affairs.
Preferred
Stock
We
may
issue up to 10,000,000 shares of our preferred stock, par value $.0001 per
share, from time to time in one or more series. No shares of Preferred Stock
have been issued.
Our
Board
of Directors, without further approval of our stockholders, is authorized to
fix
the dividend rights and terms, conversion rights, voting rights, redemption
rights, liquidation preferences and other rights and restrictions relating
to
any series. Issuances of shares of preferred stock, while providing flexibility
in connection with possible financings, acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the
holders of our common stock and prior series of preferred stock then
outstanding.
MARKET
PRICE OF THE COMPANY’S COMMON STOCK
The
shares of our common stock are not currently listed or quoted for trading on
any
national securities exchange or national quotation system. We intend to apply
for the listing of our common stock on the American Stock Exchange. If and
when
our common stock is listed or quoted for trading, the price of our common stock
will likely fluctuate in the future. The stock market in general has experienced
extreme stock price fluctuations in the past few years. In some cases, these
fluctuations have been unrelated to the operating performance of the affected
companies. Many companies have experienced dramatic volatility in the market
prices of their common stock. We believe that a number of factors, both within
and outside our control, could cause the price of our common stock to fluctuate,
perhaps substantially. Factors such as the following could have a significant
adverse impact on the market price of our common stock:
|
|
·
|
Our
ability to obtain additional financing and, if available, the terms
and
conditions of the financing;
|
|
|
·
|
Our
financial position and results of
operations;
|
|
|
·
|
Concern
as to, or other evidence of, the reliability and safety of our products
and services or our competitors’ products and
services;
|
|
|
·
|
Announcements
of innovations or new products or services by us or our
competitors;
|
|
|
·
|
U.S.
federal and state governmental regulatory actions and the impact
of such
requirements on our business;
|
|
|
·
|
The
development of litigation against
us;
|
|
|
·
|
Period-to-period
fluctuations in our operating
results;
|
|
|
·
|
Changes
in estimates of our performance by any securities
analysts;
|
|
|
·
|
The
issuance of new equity securities pursuant to a future offering or
acquisition;
|
|
|
·
|
Changes
in interest rates;
|
|
|
·
|
Competitive
developments, including announcements by competitors of new products
or
services or significant contracts, acquisitions, strategic partnerships,
joint ventures or capital
commitments;
|
|
|
·
|
Investor
perceptions of us; and
|
|
|
·
|
General
economic and other national
conditions.
|
DELAWARE
ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS
We
are
subject to Section 203 of the Delaware General Corporation Law. This provision
generally prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years
following the date the stockholder became an interested stockholder,
unless:
|
|
·
|
prior
to such date, the Board of Directors approved either the business
combination or the transaction that resulted in the stockholder becoming
an interested stockholder;
|
|
|
·
|
upon
consummation of the transaction that resulted in the stockholder
becoming
an interested stockholder, the interested stockholder owned at least
85%
of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the
number of
shares outstanding those shares owned by persons who are directors
and
also officers and by employee stock plans in which employee participants
do not have the right to determine confidentially whether shares
held
subject to the plan will be tendered in a tender or exchange offer;
or
|
|
|
·
|
on
or subsequent to such date, the business combination is approved
by the
Board of Directors and authorized at an annual meeting or special
meeting
of stockholders and not by written consent, by the affirmative vote
of at
least 66 2/3% of the outstanding voting stock that is not owned by
the
interested stockholder.
|
Section
203 defines a business combination to include:
|
|
·
|
any
merger or consolidation involving the corporation and the interested
stockholder;
|
|
|
·
|
any
sale, transfer, pledge or other disposition of 10% or more of the
assets
of the corporation involving the interested stockholder;
|
|
|
·
|
subject
to certain exceptions, any transaction that results in the issuance
or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
|
|
|
·
|
any
transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder;
or
|
|
|
·
|
the
receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided
by or
through the corporation.
|
In
general, Section 203 defines an “interested stockholder” as any entity or person
beneficially owning 15% or more of the outstanding voting stock of a
corporation, or an affiliate or associate of the corporation and was the owner
of 15% or more of the outstanding voting stock of a corporation at any time
within three years prior to the time of determination of interested stockholder
status; and any entity or person affiliated with or controlling or controlled
by
such entity or person.
Our
certificate of incorporation and bylaws contain provisions that could have
the
effect of discouraging potential acquisition proposals or making a tender offer
or delaying or preventing a change in control of our company, including changes
a stockholder might consider favorable. In particular, our certificate of
incorporation and bylaws, as applicable, among other things, will:
|
|
·
|
provide
our board of directors with the ability to alter its bylaws without
stockholder approval;
|
|
|
·
|
provide
for an advance notice procedure with regard to the nomination of
candidates for election as directors and with regard to business
to be
brought before a meeting of
stockholders;
|
|
|
·
|
provide
that vacancies on our board of directors may be filled by a majority
of
directors in office, although less than a
quorum.
|
Such
provisions may have the effect of discouraging a third-party from acquiring
us,
even if doing so would be beneficial to our stockholders. These provisions
are
intended to enhance the likelihood of continuity and stability in the
composition of our board of directors and in the policies formulated by them,
and to discourage some types of transactions that may involve an actual or
threatened change in control of our company. These provisions are designed
to
reduce our vulnerability to an unsolicited acquisition proposal and to
discourage some tactics that may be used in proxy fights. We believe that the
benefits of increased protection of its potential ability to negotiate with
the
proponent of an unfriendly or unsolicited proposal to acquire or restructure
our
company outweigh the disadvantages of discouraging such proposals because,
among
other things, negotiation of such proposals could result in an improvement
of
their terms.
However,
these provisions could have the effect of discouraging others from making tender
offers for our shares that could result from actual or rumored takeover
attempts. These provisions also may have the effect of preventing changes in
our
management.
Item
4.01
Changes
in Registrant’s Certifying Accountant.
On
November 2, 2007, Hong Kong Highpower Technology, Inc. (the “Company”) dismissed
AJ. Robbins, PC ("AJ Robbins") as its independent registered public accounting
firm following the change in control of the Company on the closing of the Share
Exchange. The Company engaged AJ Robbins to audit its financial statements
for
the year ended December 31, 2006. The decision to change accountants was
approved and ratified by the Company’s Board of Directors. The report of AJ
Robbins on the financial statements of the Company for the fiscal year ended
December 31, 2006 did not contain any adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting
principle, except for an explanatory paragraph relative to the Company’s ability
to continue as a going concern. Additionally, during the Company’s two most
recent fiscal years and any subsequent interim period, there were no
disagreements with AJ Robbins on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
While
AJ
Robbins was engaged by the Company, there were no disagreements with AJ Robbins
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure with respect to the Company, which
disagreements if not resolved to the satisfaction of AJ Robbins would have
caused it to make reference to the subject matter of the disagreements in
connection with its report on the Company’s financial statements for the fiscal
year ended December 31, 2006.
The
Company provided AJ Robbins with a copy of the disclosures to be included in
Item 4.01 of this Current Report on Form 8-K and requested that AJ Robbins
furnish the Company with a letter addressed to the Commission stating whether
or
not AJ Robbins agrees with the foregoing statements. A copy of the letter from
AJ Robbins to the Commission, dated November 2, 2007, is attached as
Exhibit
16.1
to this
Current Report on Form 8-K.
The
Company engaged Dominic K.F. Chan & Co. as the Company’s independent
registered public accounting firm as of November 2, 2007. Dominic K.F. Chan
& Co. served as HKHT’s independent registered certified public accountants
for the fiscal year ended December 31, 2007.
OVERVIEW
On
October 20, 2007, SRKP 11, Inc. (“SRKP”) entered into a share exchange
agreement with Hong Kong Highpower Technology Company Limited Inc. (“HKHT”) and
its sole shareholders holding 100% of the issued and outstanding securities
of
HKHT. Pursuant to the share exchange agreement (the “Exchange Agreement”),
SRKP 11 issued 14,798,328 shares of its common stock to these shareholders
in exchange for all of the issued and outstanding securities of HKHT (the “Share
Exchange”). The Share Exchange closed on November 2, 2007. Upon the closing of
the Share Exchange, SRKP 11 (i) became the 100% parent of HKHT, (ii) assumed
the
operations of HKHT and its subsidiary and (iii) changed its name from SRKP
11,
Inc. to Hong Kong Highpower Technology, Inc.
On
November 2, 2007, concurrently with the close of the Share Exchange, we closed
a
private placement transaction (the “Private Placement”). We received gross
proceeds of $3.12 million in the Private Placement. Pursuant to subscription
agreements entered into with the investors, we sold an aggregate of 2,836,364
shares of our Common Stock at a price of $1.10 per share.
We
agreed
to file a registration statement covering the common stock sold in the private
placement within 30 days of the closing of the Share Exchange pursuant to the
subscription agreement with each investor. Immediately following the closing
of
the Share Exchange and the Private Placement, the former shareholders of HKHT
beneficially owned approximately 72.3% of our issued and outstanding common
stock, the pre-existing shareholders of SRKP 11 owned approximately
13.9
%
and
investors in the Private Placement (described below) that closed concurrently
with the Share Exchange (assuming full conversion of the shares) owned 13.8%.
Prior to the closing of the Share Exchange and Private Placement, the
stockholders of SRKP 11 agreed to the cancellation of an aggregate of 2,556,602
shares held by them such that there were 2,843,398 shares of common stock
outstanding immediately prior to the Share Exchange and Private Placement.
We
issued no fractional shares in connection with the Share Exchange.
Pursuant
to the terms of the Share Exchange, we agreed to register a total of 2,843,398
shares of common stock held by stockholders of SRKP 11 immediately prior to
the
Share Exchange. Of these shares, 1,307,963 shares would be covered by the
registration statement filed in connection with the Private Placement and
1,535,435 shares will be included in a subsequent registration statement filed
by us within 10 days after the end of the six-month period that immediately
follows the date on which we file the registration statement to register the
shares issued in the Private Placement.
The
shares of our common stock are not currently listed or quoted for trading on
any
national securities exchange or national quotation system. We intend to apply
for the listing of its common stock on the American Stock Exchange.
The
shares of our common stock issued to the shareholders of HKHT in connection
with
the Share Exchange were not registered under the Securities Act of 1933, as
amended (the “Securities Act”) and, as a result, are “restricted securities”
that may not be offered or sold in the United States absent registration or
an
applicable exemption from registration.
We
intend
to carry on the business of HKHT and its subsidiary. Our relocated executive
offices are at Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang,
Shenzhen, Guangdong, 518111, China.
For
accounting purposes, the Share Exchange is being treated as a reverse
acquisition, because the sole shareholders of HKHT own a majority of the issued
and outstanding shares of common stock of our company immediately following
the
exchange. Due to the issuance of the 14,798,328 shares of our common stock,
a
change in control of our company occurred on November 2, 2007.
At
the
consummation of the Share Exchange, SRKP 11’s board of directors
immediately prior to the Share Exchange, which consisted of Richard A. Rappaport
and Anthony C. Pintsopoulos, appointed Dang Yu Pan and Wen Liang Li to the
board
of directors of our company, with Mr. Pan serving as Chairman. The directors
and
officers of SRKP 11 prior to the Share Exchange then resigned as officers
and directors of our company upon the closing of the Share Exchange. In
addition, concurrent with the closing of the Share Exchange, our company’s board
appointed George Pan as Chief Executive Officer and Yu Zhi Qiu as Chief
Financial Officer.
The
execution of the Exchange Agreement was reported in a Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 22, 2007 and a
copy
of the Exchange Agreement is filed as
Exhibit
2.1
to this
Current Report on Form 8-K. The transactions contemplated by the Exchange
Agreement, as amended, were intended to be a “tax-free” incorporation pursuant
to the provisions of Section 351 of the Internal Revenue Code of 1986, as
amended.
EXECUTIVE
OFFICERS, DIRECTORS AND KEY EMPLOYEES
Prior
to
the Share Exchange, Richard A. Rappaport and Anthony C. Pintsopoulos served
as
directors of SRKP 11 and Mr. Pintsopoulos served as Chief Financial Officer
and Secretary and Mr. Rappaport served as President of
SRKP 11.
Upon
closing of the Share Exchange, the following individuals were named to the
board
of directors and executive management of our company:
|
Name
|
|
Age
|
|
Position
|
|
Dang
Yu Pan
|
|
39
|
|
Chairman
of the Board and Chief Executive Officer
|
|
Wen
Liang Li
|
|
42
|
|
Vice
President, Chief Technology Officer and Director
|
|
Wen
Wei Ma
|
|
37
|
|
Vice
President of Manufacturing
|
|
Yu
Zhi Qiu
|
|
36
|
|
Chief
Financial Officer
|
|
Wen
Jia Xiao
|
|
31
|
|
Vice
President of Quality Control
|
Dang
Yu Pan
has been
the Chairman of the Board of HKHT since
July
2003
.
Mr.
Pan
is the founder of Shenzhen Highpower and has served as the Chairman of the
Board
and Chief Executive Officer of Shenzhen Highpower since October 2002. From
May
2001 to October 2002, Mr. Pan was the General Manager and Chairman of the Board
of Guangzhou HaoPeng Technology Co., Ltd. From January 1997 to July 2000, Mr.
Pan was the Vice General Manager of Nanhai Shida Battery Co., Ltd. From January
1995 to December 1996, Mr. Pan served as a director of the HuangPu Aluminum
Factory. Additionally, from August 1990 to December 1994, Mr. Pan worked in
the
sales department of the Guangzhou Aluminum Products Factory. Mr. Pan received
a
bachelor’s degree in metallurgical engineering from Central South University in
China in 1990.
Wen
Liang Li
has been
a director of HKHT since July 2003. Since January 2003, Mr. Li. has served
as a
director and as Vice General Manager and Chief Technology Officer of Shenzhen
Highpower
.
From
January 1996 to December 2002, Mr. Li served as Vice General Manager of Zhuhai
Taiyi Battery Co., Ltd., a battery manufacturer. Mr. Li received a master’s
degree in Electrochemistry from the Harbin Institute of Technology in China
in
1991.
Wen
Wei Ma
has been
a director of HKHT since July 2003. Mr. Ma has served as a director and as
a
Vice General Manager of Manufacturing of Shenzhen Highpower since October 2002.
Mr. Ma received a diploma in chymic analysis from the Guangzhou Trade School
of
Light Industry in China in 1989.
Yu
Zhi Qiu
has
served as the Chief Financial Officer of HKHT and Shenzhen Highpower since
August 2005. Prior to joining HKHT and Shenzhen Highpower, Mr. Qiu served as
the
Deputy General Manager of Shenzhen FeiShang Industrial Development Co., Ltd.,
an
investment and holding company, from January 2005 to July 2005. From January
2003 to December 2004, Mr. Qiu served as the Finance Controller of Shenzhen
Shuangling Steel & Iron Co., Ltd., a supplier of steel and iron. From
January 2001 to December 2002, Mr. Qiu was the Finance Controller of Neo-concept
Fashion (Shenzhen ) Co., Ltd., a costume manufacturer. Mr. Qiu received a
master’s degree in business administration from Xi’An Jiaotong University in
China in 2001 and is a certified public accountant in the PRC and a Professional
National Accountant in Australia.
Jia
Wei Xiao
has
served as Vice General Manager of Quality Control of Shenzhen Highpower since
October 2005. From October 2002 to September 2005, Mr. Xhio served as the
Minister of the Quality Control Department of Shenzhen Highpower. Mr. Xiao
received a bachelor’s degree in Check Technology and Instrument in 2000 from the
China Institute of Metrology.
Family
Relationships
None
The
Board of Directors and Committees
Our
Board
of Directors does not maintain a separate audit, nominating or compensation
committee. Functions customarily performed by such committees are performed
by
its Board of Directors as a whole. Highpower is not required to maintain such
committees under the rules applicable to companies that do not have securities
listed or quoted on a national securities exchange or national quotation system.
We intend to create board committees, including an independent audit committee,
in the near future. If we are successful in listing our common stock on the
American Stock Exchange, we would be required to have, prior to listing, an
independent audit committee formed, in compliance with the requirements for
listing on the American Stock Exchange and in compliance with Rule 10A-3 of
the
Securities Exchange Act of 1934.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Prior
to
the Share Exchange on November 2, 2007, we were a “blank check” shell company
that was formed to investigate and acquire a target company or business seeking
the perceived advantages of being a publicly held corporation. The
officers and directors of our company prior to the Share Exchange are no longer
employed by or affiliated with our company. Richard Rappaport and Anthony
Pintsopoulos, our President and Chief Financial Officer, respectively, during
2007 prior to Share Exchange, received no compensation or other perquisites
for
serving in such capacity.
Our
Chief
Executive Officer and Chairman of the Board, Dang Yu Pan, determined the
compensation for our current executive officers that was earned and paid in
fiscal 2006 and our Board of Directors approved the compensation. Compensation
for our current executive officers, which currently consists of Dang Yu Pan,
Wen
Liang Li, Wen Wei Ma, Yu Zhi Qiu and Wen Jia Xiao is determined with the goal
of
attracting and retaining high quality executive officers and encouraging them
to
work as effectively as possible on our behalf. Key areas of corporate
performance taken into account in setting compensation policies and decisions
are growth of sales, cost control, profitability, and innovation. The key
factors may vary depending on which area of business a particular executive
officer’s work is focused on. Compensation is designed to reward executive
officers for successfully meeting their individual functional objectives and
for
their contributions to our overall development. For these reasons, the elements
of compensation of our executive officers are salary and bonus. Salary is paid
to cover an appropriate level of living expenses for the executive officers
and
the bonus is paid to reward the executive officer for individual and company
achievement. With respect to the amount of a bonus, Dang Yu Pan evaluates our
company’s achievements for the fiscal year based on performance factors and
results of operations such as revenues generated, cost of revenues, net income,
and whether we obtain significant contracts. Dang Yu Pan also conducts a monthly
and annual evaluation of the achievement level of an executive based on
individual performance measurements, such as contribution to the achievement
of
the company’s goals and individual performance metrics based on their positions
and responsibilities. Bonuses are paid at the end of each fiscal
year.
We
believe that the salaries paid to our executive officers during 2006, 2005,
and
2004 are indicative of the objectives of our compensation program and reflect
the fair value of the services provided to our company, as measured by the
local
market in China. We determine market rate by conducting a comparison with
the local geographic area averages and industry averages in China.
Currently, we have no specific plans to provide raises after we have become
a
company with securities publicly traded in the United States. Although no
specific plans have yet been discussed, we may adopt such a plan to provide
raises to our executive officers in the future. Adopting higher
compensation in the future may be based on the increased amount of
responsibilities to be assumed by each of the executive officers after we become
a publicly listed company. Executive compensation for 2007 will follow the
same evaluation methods as were used for 2006. We may also expand the scope
of
our compensation, such as the possibility of granting options to executive
officers and tying compensation to predetermined performance goals.
Our
board
of directors does not currently have a compensation committee. We anticipate
that our board of directors will establish a compensation committee in fiscal
2008 that will be comprised of non-employee members of our board of directors.
Our current expectation is that the compensation committee of our board of
directors will perform, at least annually, a strategic review of the
compensation program for our executive officers to determine whether it provides
adequate incentives and motivation to our executive officers and whether it
adequately compensates our executive officers relative to comparable officers
in
other companies with which we compete for executives. Those companies may or
may
not be public companies or companies located in the PRC or even, in all cases,
companies in a similar business.
Until
such time as a formal compensation program and committee is established, which
we expect will occur in 2008, Dang Yu Pan will structure compensation and bonus
levels and our board of directors will approve the structure. After the
compensation committee is formed, it will determine the structure. Our board
has
established a compensation program for executive officers for 2007 that is
designed to attract, as needed, individuals with the skills necessary for us
achieve our business plan, to motivate those individuals, to reward those
individuals fairly over time, and to retain those individuals who continue
to
perform at or above the levels that we expect. For 2007, bonuses for
executive officers will be based on company and individual performance factors,
as described above. If we successfully complete our proposed listing on the
American Stock Exchange and offering in 2008, we may adjust our bonus
evaluations upwards in 2008, but, in such case, we do not intend to increase
it
by more than 20%. That determination would likely be made towards the end of
the
fiscal year 2008.
Summary
Compensation Tables
The
following table sets forth information concerning the compensation for the
fiscal year ended December 31, 2006 of the principal executive officer,
principal financial officer, in addition to our three most highly compensated
officers whose annual compensation exceeded $100,000, and up to two additional
individuals for whom disclosure would have been required but for the fact that
the individual was not serving as an executive officer of the registrant at
the
end of the last fiscal year.
|
Name
and Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
All other
compensation (1)
|
|
Total
|
|
|
Dang
Yu Pan
|
|
|
2006
|
|
$
|
9,000
|
|
$
|
-
|
|
$
|
24,000(2
|
)
|
$
|
33,000
|
|
|
Chief
Executive Officer and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yu
Zhi Qiu
|
|
|
2006
|
|
$
|
15,000
|
|
$
|
|
|
$
|
16,000
|
|
$
|
31,000
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Rappaport(3)
|
|
|
2006
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
Former
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Former Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony
Pintsopoulos (3)
|
|
|
2006
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
Form
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Former Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Relates to automobile, housing and medical personal benefits.
(2)
Includes $12,000 for fees earned or paid in cash for service as a director
of
HKHT.
(3)
Messrs. Rappaport and Pintsopoulos resigned from all positions with the Company
upon the close of the Share Exchange on November 2, 2007.
Grants
of Plan-Based Awards in 2006
There
were no option grants in 2006.
Outstanding
Equity Awards at 2006 Fiscal Year End
There
were no option exercises or options outstanding in 2006.
Option
Exercises and Stock Vested in Fiscal 2006
There
were no option exercises or stock vested in 2006.
Pension
Benefits
There
were no pension benefit plans in effect in 2006.
Nonqualified
defined contribution and other nonqualified deferred compensation
plans
There
were no nonqualified defined contribution or other nonqualified deferred
compensation plans in effect in 2006.
Employment
Agreements
We
have
no employment agreements with any of our executive officers.
Director
Compensation
The
following table shows information regarding the compensation earned during
the
fiscal year ended December 31, 2006 by members of board of directors.
Compensation information for Dang Yu Pan, our Chief Executive Officer and
Chairman of the Board, is described in the summary compensation table
above.
|
Name
|
|
Fees Earned
or Paid in
Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards ($)
|
|
Non-Equity
Incentive Plan
Compensation ($)
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|
Wen
Liang Li
|
|
|
20,000(1
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20,000
|
|
(1)
Represents fees paid in cash for service on the board of HKHT.
We
do not
currently have an established policy to provide compensation to members of
our
Board of Directors for their services in that capacity. We intend to develop
such a policy in the near future.
RELATED
PARTY TRANSACTIONS
Hong
Kong Highpower Technology Company Limited
Hong
Kong
Highpower Technology Company Limited (“HKHT”) is a wholly-owned subsidiary of
Hong Kong Highpower Technology, Inc., each which has interlocking executive
and
director positions with the other.
On
July
31, 2005 and July 2006, HKHT made advances to certain of its directors and
executive officers, including Dang Yu Pan, Wen Liang Li and Ma Wen Wei. The
total amounts advanced to Mr. Pan, Mr. Li and Mr. Wei were $373,398.44,
$114,600.66 and $102,811.75, respectively. Mr. Pan, Mr. Li and Mr. Wei repaid
the advances on October 11, 2007 prior to the closing of the Share
Exchange.
Share
Exchange
On
November 2, 2007, SRKP 11 completed the Share Exchange with HKHT and the
former sole shareholders of HKHT. At the closing, HKHT became a wholly-owned
subsidiary of SRKP 11 and 100% of the issued and outstanding securities of
HKHT were exchanged for securities of SRKP 11. An aggregate of 14,798,328
shares of common stock were issued to these shareholders. As of the close of
the
Share Exchange, these shareholders owned approximately 72.3% of the issued
and
outstanding stock of SRKP 11. Prior to the closing of the Share Exchange
and Private Placement, the shareholders of SRKP 11 agreed to the cancellation
of
an aggregate of 2,556,602 shares held by them such that there were 2,843,398
shares of common stock outstanding immediately prior to the Share Exchange
and
Private Placement. Moreover, concurrent with the closing of the Share Exchange,
our company’s board appointed Dang Yu Pan as Chairman of the Board and Chief
Executive Officer and Yu Zhi Qiu as Chief Financial Officer.
Private
Placement
The
placement agent for the $3.12 million equity financing conducted by us on the
close of the Share Exchange was Westpark Capital, Inc., which received a
commission equal to 10% of the gross proceeds from the financing. Richard
Rappaport, the President of SRKP 11 and one of its controlling stockholders
prior to the Share Exchange, indirectly holds a 100% interest in the placement
agent, an NASD member. Anthony C. Pintsopoulos, an officer, director and
significant shareholder of SRKP 11 prior to the Share Exchange, is the
Chief Financial Officer of the placement agent. Debbie Schwartzberg, one of
SRKP 11’s controlling stockholders prior to the Share Exchange, is a
noteholder of the parent company of the placement agent; her note entitles
her
to a 1.5% interest in the net profits of the parent company of the placement
agent. Kevin DePrimio and Jason Stern, each employees of the placement agent,
are also shareholders of SRKP 11. Each of Messrs. Rappaport and
Pintsopoulos resigned from all of their executive and director positions with
the Company upon the closing of the Share Exchange.
This
current report is not an offer of securities for sale. Any securities sold
in
the private placement have not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States unless
registered under the Securities Act of 1933, as amended, or pursuant to an
exemption from such registration.
INDEMNIFICATION
OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF
LIABILITY
Under
Section 145 of the General Corporation Law of the State of Delaware, we can
indemnify its directors and officers against liabilities they may incur in
such
capacities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”). Our certificate of incorporation provides that, pursuant
to Delaware law, our directors shall not be liable for monetary damages for
breach of the directors’ fiduciary duty of care to us and our stockholders. This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive
or
other forms of no monetary relief will remain available under Delaware law.
In
addition, each director will continue to be subject to liability for breach
of
the director’s duty of loyalty to us or our stockholders, for acts or omissions
not in good faith or involving intentional misconduct or knowing violations
of
the law, for actions leading to improper personal benefit to the director,
and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director’s
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Our
bylaws provide for the indemnification of our directors to the fullest extent
permitted by the Delaware General Corporation Law. Our bylaws further provide
that our Board of Directors has discretion to indemnify its officers and other
employees. We are required to advance, prior to the final disposition of any
proceeding, promptly on request, all expenses incurred by any director or
executive officer in connection with that proceeding on receipt of an
undertaking by or on behalf of that director or executive officer to repay
those
amounts if it should be determined ultimately that he or she is not entitled
to
be indemnified under the bylaws or otherwise. We are not, however, required
to
advance any expenses in connection with any proceeding if a determination is
reasonably and promptly made by our Board of Directors by a majority vote of
a
quorum of disinterested Board members that (i) the party seeking an advance
acted in bad faith or deliberately breached his or her duty to us or our
stockholders and (ii) as a result of such actions by the party seeking an
advance, it is more likely than not that it will ultimately be determined that
such party is not entitled to indemnification pursuant to the applicable
sections of its bylaws.
We
have
been advised that in the opinion of the Securities and Exchange Commission,
insofar as indemnification for liabilities arising under the Securities Act
may
be permitted to our directors, officers and controlling persons pursuant to
the
foregoing provisions, or otherwise, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In
the
event a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by its director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel
the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us
is
against public policy as expressed in the Securities Act and will be governed
by
the final adjudication of such issue.
We
may
enter into indemnification agreements with each of our directors and officers
that are, in some cases, broader than the specific indemnification provisions
permitted by Delaware law, and that may provide additional procedural
protection. As of the Effective Time of the Share Exchange, we have not entered
into any indemnification agreements with our directors or officers, but may
choose to do so in the future. Such indemnification agreements may require
us,
among other things, to:
|
|
·
|
indemnify
officers and directors against certain liabilities that may arise
because
of their status as officers or directors;
|
|
|
·
|
advance
expenses, as incurred, to officers and directors in connection
with a
legal proceeding, subject to limited exceptions; or
|
|
|
·
|
obtain
directors’ and officers’ insurance.
|
At
present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor are
we
aware of any threatened litigation that may result in claims for
indemnification.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT FOLLOWING THE SHARE
EXCHANGE
Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage of
ownership of that person, shares of common stock subject to options and warrants
held by that person that are currently exercisable or become exercisable within
60 days of the closing of the Share Exchange on November 2, 2007 are deemed
outstanding even if they have not actually been exercised. Those shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
Immediately
prior to the closing of the Share Exchange and the Private Placement, we had
outstanding 2,843,398 shares of common stock, no options or warrants to purchase
shares of common stock. Immediately after the closing of the Share Exchange
and
Private Placement, we had 20,478,090 issued and outstanding shares of common
stock, no shares of Preferred Stock, no options and no warrants.
The
following table sets forth certain information with respect to beneficial
ownership of our common stock immediately after the closing of the Share
Exchange based on 20,478,090 issued and outstanding shares of common stock,
by:
|
·
|
Each
person known to be the beneficial owner of 5% or more of our outstanding
common stock;
|
|
·
|
Each
executive officer;
|
|
·
|
All
of the executive officers and directors as a
group.
|
Unless
otherwise indicated, the persons and entities named in the table have sole
voting and sole investment power with respect to the shares set forth opposite
the stockholder’s name, subject to community property laws, where applicable.
Unless otherwise indicated, the address of each stockholder listed in the table
is c/o Hong Kong Highpower Technology, Inc., Flat 4, 13/F, Block 4, Taiping
Industrial Centre, 51A Ting Kok Road, Tai Po, N.T. Hong Kong
|
Name
and Address
of
Beneficial Owner
|
|
Title
|
|
Beneficially
Owned
Post-Share
Exchange
|
|
Percent
of
Class
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers
|
|
|
|
|
|
|
|
|
Dang
Yu Pan
|
|
|
Chief
Executive Officer and
Chairman
of the Board
|
|
|
8,287,061
|
(1)
|
|
40.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wen
Liang Li
|
|
|
Vice
President, Chief Technology
Officer
and Director
|
|
|
3,255,632
|
|
|
15.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wen
Wei Ma
|
|
|
Vice
President of Manufacturing
|
|
|
1,479,835
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yu
Zhi Qiu
|
|
|
Chief
Financial Officer
|
|
|
306,325
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wen
Jia Xiao
|
|
|
Vice
President of Quality Control
|
|
|
266,370
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers
and Directors as a Group (total of 5 persons)
|
|
|
|
|
|
13,022,528
|
|
|
63.6
|
%
|
(1)
Includes (i) an aggregate of 2,219,747 shares over which Mr. Pan has voting
power and the right to acquire ownership pursuant to a loan agreement dated
February 5, 2007 between Mr. Pan and other shareholders, including Yu Zhi Qiu,
Chief Financial Officer, who holds 306,325 shares and, Wen Jia Xiao, Vice
President of Quality Control, who holds 266,370 shares, and (ii) 591,933 shares
held by a company that is 100% owned by Mr. Pan.
Item
5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
At
the
consummation of the Share Exchange, SRKP 11’s board of directors
immediately prior to the Share Exchange, which consisted of Richard A. Rappaport
and Anthony C. Pintsopoulos, appointed Dang Yu Pan and Wen Liang Li to the
board
of directors of our company, with Mr. Pan serving as Chairman. The directors
and
officers of SRKP 11 prior to the Share Exchange then resigned as officers
and directors of our company upon the closing of the Share Exchange. In
addition, concurrent with the closing of the Share Exchange, our board appointed
George Pan as Chief Executive Officer and Yu Zhi Qiu as Chief Financial
Officer.
For
complete information regarding our new officers and directors, refer to
“Executive Officers, Directors and Key Employees” under Item 5.01,
above.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Immediately
after the closing of the Share Exchange, SRKP 11 changed its corporate name
from “SRKP 11, Inc.” to “Hong Kong Highpower Technology, Inc.” by the filing of
Articles of Merger with the Delaware Secretary of State’s Office on November 2,
2007. SRKP 11 effected the name change to better reflect the nature of its
new business operations following the Share Exchange. The Articles of Merger
are
attached hereto as
Exhibit
3.3
.
Holders
of stock certificates bearing the name “SRKP 11, Inc.” may continue to hold them
and will not be required to exchange them for new certificates or take any
other
action.
Item
5.06
Change
in Shell Company Status.
Prior
to
the closing of the Share Exchange, SRKP 11 was a “shell company” as defined
in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As
described in Item 2.01 above, which is incorporated by reference into this
Item
5.06, SRKP 11 ceased being a shell company upon completion of the Share
Exchange.
Item
9.01
Financial
Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
We
are
providing financial and other information for informational purposes only.
It
does not necessarily represent or indicate what the financial position and
results of operations of our company will be now that the Share Exchange is
concluded.
FINANCIAL
STATEMENTS OF SHENZHEN HIGHPOWER
The
financial statements of Hong Kong Highpower Technology Co., Ltd., a Hong Kong
corporation, for the years ended December 31, 2006, 2005 and 2004 and the six
months ended June 30, 2007 (unaudited) are provided below. You are encouraged
to
review the financial statements and related notes.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Stockholders of
Hong
Kong
Highpower Technology Company Limited
We
have
reviewed the accompanying condensed consolidated balance sheet of Hong Kong
Highpower Technology Company Limited (the “Company”) and its subsidiary
(hereinafter collectively referred to as the “Group”) as of June 30, 2007, and
the related condensed consolidated statements of income and cash flows for
the
six months ended June 30, 2007 and 2006, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute
of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of Hong Kong Highpower
Technology Company Limited.
A
review
consists principally of inquiries of company personnel and analytical procedures
applied to financial data. It is substantially less in scope than an audit
in
accordance with generally accepted auditing standards, the objective of which
is
the expression of an opinion regarding the financial statements taken as
a
whole. Accordingly, we do not express such an opinion.
Based
on
our review, we are not aware of any material modifications that should be
made
to the accompanying condensed financial statements in order for them to be
in
conformity with generally accepted accounting principles.
/s/
Dominic Chan
Dominic
K.F. Chan & Co
Certified
Public Accountants
August
23, 2007
Hong
Kong Highpower Technology Company Limited
Condensed
Consolidated Financial Statements
For
The Six Months Ended
June
30, 2007 and 2006
(Stated
in US Dollars)
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONDENSED
CONSOLIDATED INCOME STATEMENT
(Stated
in US Dollars)
|
|
|
Six
months ended June 30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
|
31,322,103
|
|
|
17,639,215
|
|
|
Cost
of sales
|
|
|
(28,262,830
|
)
|
|
(14,190,284
|
)
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
3,059,273
|
|
|
3,448,931
|
|
|
Depreciation
– Note 11
|
|
|
(54,044
|
)
|
|
(35,490
|
)
|
|
Selling
and distributing costs
|
|
|
(948,288
|
)
|
|
(581,660
|
)
|
|
Administrative
and other operating expenses
|
|
|
(2,002,353
|
)
|
|
(818,947
|
)
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
54,588
|
|
|
2,012,834
|
|
|
Other
income - Note 4
|
|
|
918,279
|
|
|
30,265
|
|
|
Interest
expenses – Note 5
|
|
|
(248,640
|
)
|
|
(91,507
|
)
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes
|
|
|
724,227
|
|
|
1,951,592
|
|
|
Income
taxes - Note 6
|
|
|
(52,800
|
)
|
|
(136,969
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
671,427
|
|
|
1,814,623
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share of common stock
|
|
|
|
|
|
|
|
|
-
Basic and dilutive
–
Note
8
|
|
|
1.34
|
|
|
3.63
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common stock
|
|
|
|
|
|
|
|
|
-
Basic and dilutive – Note 8
|
|
|
500,000
|
|
|
500,000
|
|
See
notes
to condensed consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONDENSED
CONSOLIDATED BALANCE SHEET
(Stated
in US Dollars)
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
Assets :
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
1,244,948
|
|
|
488,070
|
|
|
Restricted
cash
|
|
|
1,710,382
|
|
|
1,010,580
|
|
|
Accounts
receivable
|
|
|
11,685,478
|
|
|
8,127,170
|
|
|
Notes
receivable
|
|
|
67,977
|
|
|
76,764
|
|
|
Prepaid
expenses and other receivables - Note 9
|
|
|
2,151,278
|
|
|
2,612,091
|
|
|
Advance
to related parties
–
Note
15
|
|
|
649,127
|
|
|
634,161
|
|
|
Tax
prepayment
|
|
|
4,962
|
|
|
-
|
|
|
Inventories,
net – Note 10
|
|
|
14,898,965
|
|
|
15,623,791
|
|
|
Prepaid
lease payments – Note 12
|
|
|
54,756
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
32,467,873
|
|
|
28,572,627
|
|
|
Deferred
tax assets – Note 6
|
|
|
22,016
|
|
|
8,443
|
|
|
Plant
and equipment, net – Note 11
|
|
|
3,479,510
|
|
|
3,154,660
|
|
|
Leasehold
land – Note 12
|
|
|
2,683,032
|
|
|
-
|
|
|
Intangible
asset – Note 13
|
|
|
975,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
39,627,431
|
|
|
31,735,730
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
Liabilities :
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
19,805,889
|
|
|
17,327,402
|
|
|
Other
payables accrued liabilities - Note 14
|
|
|
2,381,088
|
|
|
1,170,275
|
|
|
Income
tax payable
|
|
|
-
|
|
|
122,710
|
|
|
Bank
borrowings – Note 16
|
|
|
9,340,841
|
|
|
5,950,626
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
31,527,818
|
|
|
24,571,013
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
31,527,818
|
|
|
24,571,013
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES – Note 19
|
|
|
|
|
|
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONDENSED
CONSOLIDATED BALANCE SHEET (Cont’d)
(Stated
in US Dollars)
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
Common
stock – Note 17
|
|
|
|
|
|
|
|
|
Par
value: 2007 - US$0.1286 (2006 – US$0.1286)
|
|
|
|
|
|
|
|
|
Authorized:
2007 – 500,000 shares (2006 – 500,000)
|
|
|
|
|
|
|
|
|
Issued
and outstanding: 2007 – 500,000 shares (2006 – 500,000)
|
|
|
64,317
|
|
|
64,317
|
|
|
Additional
paid-in capital
|
|
|
(75,229
|
)
|
|
(75,229
|
)
|
|
Accumulated
other comprehensive income
|
|
|
733,852
|
|
|
470,383
|
|
|
Retained
earnings
|
|
|
7,376,673
|
|
|
6,705,246
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
8,099,613
|
|
|
7,164,717
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
39,627,431
|
|
|
31,735,730
|
|
See
notes
to condensed consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
(Stated
in US Dollars)
|
|
|
Six
months ended June 30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
671,427
|
|
|
1,814,623
|
|
|
Adjustments
to reconcile net income to net cash flows
provided
by operating activities:
|
|
|
|
|
|
|
|
|
Amortisation
of intangible asset
|
|
|
25,000
|
|
|
-
|
|
|
Bad
debts written off
|
|
|
21,121
|
|
|
22,406
|
|
|
Depreciation
|
|
|
262,222
|
|
|
135,619
|
|
|
Loss
on disposal of plant and equipment
|
|
|
2,340
|
|
|
2,335
|
|
|
Income
taxes
|
|
|
52,800
|
|
|
136,969
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities :
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(3,335,419
|
)
|
|
(1,172,134
|
)
|
|
Notes
receivable
|
|
|
8,395
|
|
|
678,228
|
|
|
Prepaid
expenses and other receivables
|
|
|
528,679
|
|
|
26,210
|
|
|
Inventories
|
|
|
1,106,129
|
|
|
(2,670,792
|
)
|
|
Accounts
payable
|
|
|
2,017,519
|
|
|
1,337,998
|
|
|
Other
payables and accrued liabilities
|
|
|
1,184,369
|
|
|
6,925
|
|
|
Income
tax payable
|
|
|
(195,487
|
)
|
|
(188,214
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by operating activities
|
|
|
2,349,095
|
|
|
130,173
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
Acquisition
of plant and equipment
|
|
|
(512,957
|
)
|
|
(715,227
|
)
|
|
Acquisition
of leasehold land
|
|
|
(2,706,019
|
)
|
|
-
|
|
|
Acquisition
of intangible asset
|
|
|
(1,000,000
|
)
|
|
-
|
|
|
Proceeds
from disposal of plant and equipment
|
|
|
6,003
|
|
|
5,159
|
|
|
Cost
of reorganization
|
|
|
-
|
|
|
(75,284
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in investing activities
|
|
|
(4,212,973
|
)
|
|
(785,352
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds
from new short-term bank loans
|
|
|
454,465
|
|
|
249,214
|
|
|
Repayment
of short-term bank loans
|
|
|
(279,171
|
)
|
|
(436,125
|
)
|
|
Net
advancement of other bank borrowings
|
|
|
3,027,151
|
|
|
1,916,957
|
|
|
Increase
in restricted cash
|
|
|
(666,473
|
)
|
|
(298,773
|
)
|
|
Advance
to related parties
|
|
|
70,294
|
|
|
(216,641
|
)
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by financing activities
|
|
|
2,606,266
|
|
|
1,214,632
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
742,388
|
|
|
559,453
|
|
|
Effect
of foreign currency translation on cash and cash
equivalents
|
|
|
14,490
|
|
|
4,369
|
|
|
Cash
and cash equivalents - beginning of period
|
|
|
488,070
|
|
|
467,026
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of period
|
|
|
1,244,948
|
|
|
1,030,848
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS (Cont’d)
(Stated
in US Dollars)
|
|
|
Six
months ended June 30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
Supplemental
disclosures for cash flow information :
|
|
|
|
|
|
|
|
|
Cash
paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
248,640
|
|
|
166,791
|
|
|
Income
taxes
|
|
|
195,487
|
|
|
188,214
|
|
See
notes
to condensed consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
1.
|
Corporation
information
and
reorganization
|
Hong
Kong
Highpower Technology Company Limited (the “Company”) was incorporated in the
Hong Kong on July 4, 2003 under the Hong Kong Companies Ordinance. The Company
was organized principally to manufacture and trading of batteries. The Company
intends to go public in the US through a reverse acquisition of a US publicly
traded company.
For
the
purpose of reverse acquisition, the Company underwent a group reorganization
(the “Reorganization”) which was approved by authorized institutions in
December, 2005, the Company acquired all of the outstanding common stock of
Shenzhen Highpower Technology Co., Ltd. (“SZ Highpower”) from its then existing
Stockholders (the “Stockholders”), Pan Dangyu, Li Kai Man, Li Wenliang and Ma
Wenwei, in consideration of approximately $2,349,000 (equivalent to
HK$18,250,000). The acquisition was financed by a short-term loan bearing
interest of approximately $75,000 (equivalent to HK$584,000).
As
a
result of the Reorganization, SZ Highpower became the wholly owned subsidiary
of
the Company and became the Company’s main operational business.
As
of
June 30, 2007, the particulars of the subsidiary are as follows:
|
|
|
Date
of
|
|
Attributable
|
|
Registered
|
|
|
Name
of company
|
|
incorporation
|
|
equity
interest %
|
|
capital
|
|
|
|
|
|
|
Direct
|
|
Indirect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shenzhen
Highpower
Technology
Co., Ltd.
(“SZ
Highpower”)
|
|
|
October 8, 2002
|
|
|
100
|
|
|
-
|
|
|
RMB20,000,000
|
|
|
2.
|
Description
of business
|
The
Company and its subsidiary are engaged in manufacturing and trading of nickel
metal hydride rechargeable batteries.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting
policies
|
Basis
of presentation and consolidation
The
accompanying condensed consolidated financial statements of the Company and
its
subsidiary have been prepared in accordance with generally accepted accounting
principles in the United States of America for interim consolidated financial
information. Accordingly, they do not include all the information and notes
necessary for comprehensive consolidated financial statements.
In
the
opinion of the management of the Company, all adjustments, which are of a normal
recurring nature, necessary for a fair statement of the results for the
six-month periods have been made. Results for the interim period presented
are
not necessarily indicative of the results that might be expected for the entire
fiscal year. These condensed financial statements should be read in conjunction
with the consolidated financial statements of the Company and the notes for
the
year ended December 31, 2006.
The
consolidated financial statements include the accounts of the Company and its
subsidiary. All significant inter-company accounts and transactions have been
eliminated in consolidation.
Use
of
estimates
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities
and
disclosures of contingent assets and liabilities at the dates of the financial
statements, as well as the reported amounts of revenues and expenses during
the
reporting periods. These accounts and estimates include, but are not limited
to,
the valuation of accounts receivable, inventories, deferred income taxes and
the
estimation on useful lives of plant and equipment and intangible asset. Actual
results could differ from those estimates.
Economic
and political risks
SZ
Highpower’s operations are conducted in the People’s Republic of China (the
“PRC”). Accordingly, SZ Highpower’s business, financial condition and results of
operations may be influenced by the political, economic and legal environment
in
the PRC and by the general state of the PRC economy.
SZ
Highpower’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America
and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. SZ
Highpower’s results may be adversely affected by changes in the political and
social conditions in the PRC and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad and rates and methods of taxation, among other
things.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Restricted
cash
Deposits
in banks for securities of bank borrowings that are restricted in use are
classified as restricted cash.
Accounts
receivable
Accounts
receivable are stated at original amount less allowance made for doubtful
receivables, if any, based on a review of all outstanding amounts at the period
end. An allowance is also made when there is objective evidence that the Group
will not be able to collect all amounts due according to original terms of
receivables. Bad debts are written off when identified. The Group extends
unsecured credit to customers in the normal course of business and believes
all
accounts receivable in excess of the allowances for doubtful receivables to
be
fully collectible. The Group does not accrue interest on trade accounts
receivable.
During
the six months ended June 30, 2007 and 2006, the Group had experienced bad
debts
of $21,121 and $22,406 respectively.
Inventories
Inventories
are stated at the lower of cost or market value. Cost is determined on a
weighted average basis and includes purchase costs, direct labor and factory
overheads. There are no significant freight charges, inspection costs and
warehousing costs incurred for any of the periods presented. In assessing the
ultimate realization of inventories, the management makes judgments as to future
demand requirements compared to current or committed inventory levels. The
Group’s reserve requirements generally increase as the management projected
demand requirements; decrease due to market conditions, product life cycle
changes. During the reporting periods, the Company did not make any allowance
for slow-moving or defective inventories.
Leasehold
land
Leasehold
land, representing upfront payment for land use rights, is capitalized at its
acquisition cost and amortized using the straight-line method over the lease
terms.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Intangible
asset
Intangible
asset with limited useful lives is stated at cost less accumulated amortisation
and accumulated impairment losses.
Amortisation
of intangible asset is provided using the straight-line method over its
estimated useful lives at the following annual rate:
|
Consumer
battery license fee
|
|
|
5
|
%
|
Plant
and equipment
Plant
and
equipment are stated at cost less accumulated depreciation. Cost represents
the
purchase price of the asset and other costs incurred to bring the asset into
its
existing use. Maintenance, repairs and betterments, including replacement of
minor items, are charged to expense; major additions to physical properties
are
capitalized.
Depreciation
of plant and equipment is provided using the straight-line method over their
estimated useful lives at the following annual rates:
|
Furniture,
fixtures and office equipment
|
|
|
20
|
%
|
|
Leasehold
improvement
|
|
|
50
|
%
|
|
Machinery
and equipment
|
|
|
10
|
%
|
|
Motor
vehicles
|
|
|
20
|
%
|
Upon
sale
or disposition, the applicable amounts of asset cost and accumulated
depreciation are removed from the accounts and the net amount less proceeds
from
disposal is charged or credited to income.
Impairment
of long-lived assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. The
Group recognizes impairment of long-lived assets in the event that the net
book
values of such assets exceed the future undiscounted cash flows attributable
to
such assets.
No
impairment of long-lived assets was recognized for any of the periods
presented.
Revenue
recognition
Revenue
from sales of the Group’s products is recognized when the significant risks and
rewards of ownership have been transferred to the buyer at the time of delivery
and the sales price is fixed or determinable and collection is reasonably
assured.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Basic
and diluted earnings per share
The
Company reports basic earnings or loss per share in accordance with SFAS No.
128, “Earnings Per Share”. Basic earnings per share is computed using the
weighted average number of shares outstanding during the periods presented.
The
weighted average number of shares of the Company represents the common stock
outstanding during the periods.
Recent
accounting pronouncements
In
July
2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
interpretation requires that we recognize in our financial statements, the
impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year,
with the cumulative effect of the change in accounting principle recorded as
an
adjustment to opening retained earnings, if any. A
doption
of FIN 48 did not have an effect on our results of operations or financial
condition. We did not have any material unrecognized tax benefits as of
January 1, 2007 or June 30, 2007.
In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. This Statement
shall be effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including any financial statements
for an interim period within that fiscal year. The provisions of this statement
should be applied prospectively as of the beginning of the fiscal year in which
this Statement is initially applied, except in some circumstances where the
statement shall be applied retrospectively. The Company is currently evaluating
the effect, if any, of SFAS 157 on its financial statements.
Although
we will continue to evaluate the provisions of SFAS No.157, management currently
does not believe the adoption of SFAS No. 157 will have a material
impact on our consolidated financial statements.
In
September 2006, the SEC issued SAB No. 108, which provides guidance on the
process of quantifying financial statement misstatements. In SAB No. 108, the
SEC staff establishes an approach that requires quantification of financial
statement errors, under both the iron-curtain and the roll-over methods, based
on the effects of the error on each of the Company’s financial statements and
the related financial statement disclosures. SAB No. 108 is generally effective
for annual financial statements in the first fiscal year ending after November
15, 2006. The transaction provisions of SAB No.108 permits existing public
companies to record the cumulative effect in the first year ending after
November 15, 2006 by recording correcting adjustments to the carrying values
of
assets and liabilities as of the beginning of that year with the offsetting
adjustment recorded to the opening balance of retained earnings. The adoption
of
SAB No. 108 has no material effect on our financial statement.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Recent
accounting pronouncements (Cont’d)
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an Amendment of SFAS
No. 115.” The fair value option established by SFAS No. 159 permits all entities
to choose to measure eligible items at fair value at specified election dates.
A
business entity will report unrealized gains and losses on items for which
the
fair value option has been elected in earnings (or another performance indicator
if the business entity does not report earnings) at each subsequent reporting
date. The fair value option: (a) may be applied instrument by instrument, with
a
few exceptions, such as investments otherwise accounted for by the equity
method; (b) is irrevocable (unless a new election date occurs); and (c) is
applied only to entire instruments and not to portions of instruments. SFAS
No.
159 is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of the previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the provisions
of
SFAS. No.157. The Company does not early adopt this statement.
Although
we will continue to evaluate the provisions of SFAS No.159, management currently
does not believe the adoption of SFAS No. 159 will have a material
impact on our consolidated financial statements.
|
|
|
Six
months ended June 30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Bank
interest income
|
|
|
11,672
|
|
|
3,206
|
|
|
Other
interest income
|
|
|
3,007
|
|
|
-
|
|
|
Sale
of waste material
|
|
|
844,416
|
|
|
-
|
|
|
Sundry
income
|
|
|
59,184
|
|
|
27,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
918,279
|
|
|
30,265
|
|
|
|
|
Six
months ended June 30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Interest
on bills
|
|
|
211,812
|
|
|
64,688
|
|
|
Interest
on short-term bank loans
|
|
|
23,843
|
|
|
26,819
|
|
|
Interest
on other loan
|
|
|
12,985
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
248,640
|
|
|
91,507
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
The
components of the provision for income taxes are:
|
|
|
Six
months ended
June
30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
PRC
income tax
|
|
|
|
|
|
|
|
|
Current
period
|
|
|
66,237
|
|
|
136,969
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
taxes
|
|
|
(13,437
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,800
|
|
|
136,969
|
|
The
major
components of deferred tax recognized in the consolidated balance sheets as
of
June 30, 2007 and December 31, 2006 are as follows:
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Temporary
difference on:
|
|
|
|
|
|
|
|
|
recognization
of expenses
|
|
|
(20,141
|
)
|
|
(8,443
|
)
|
|
accelerated
tax depreciation on intangible asset
|
|
|
(1,875
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets, net
|
|
|
(22,016
|
)
|
|
(8,443
|
)
|
|
|
|
|
|
|
|
|
|
|
Recognized
in the balance sheet:
|
|
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
|
(22,016
|
)
|
|
(8,443
|
)
|
|
|
|
Six
months ended
June
30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
671,427
|
|
|
1,814,623
|
|
|
Foreign
currency translation adjustment
|
|
|
263,469
|
|
|
64,433
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
934,896
|
|
|
1,879,056
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
The
calculation of the weighted average number of shares outstanding for 2007
and
2006 are based on the number of outstanding shares of the Company during
the
periods.
The
Company has no dilutive instruments, such as options and warrants. Accordingly,
the basic and diluted earnings per share are the same.
|
9.
|
Prepaid
expenses and other
receivables
|
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
deposits paid
|
|
|
25,598
|
|
|
935,417
|
|
|
Advance
to staff
|
|
|
14,742
|
|
|
21,540
|
|
|
Other
deposits and prepayments
|
|
|
237,517
|
|
|
130,870
|
|
|
Value-added
tax prepayment
|
|
|
980,574
|
|
|
1,220,524
|
|
|
Other
receivables
|
|
|
892,847
|
|
|
303,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,151,278
|
|
|
2,612,091
|
|
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
|
5,693,530
|
|
|
5,040,028
|
|
|
Work
in progress
|
|
|
2,165,711
|
|
|
1,415,942
|
|
|
Finished
goods
|
|
|
6,961,691
|
|
|
9,096,003
|
|
|
Consumables
|
|
|
55,264
|
|
|
52,122
|
|
|
Packing
materials
|
|
|
22,769
|
|
|
19,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,898,965
|
|
|
15,623,791
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
Cost
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
580,044
|
|
|
510,853
|
|
|
Leasehold
improvement
|
|
|
141,237
|
|
|
137,761
|
|
|
Machinery
and equipment
|
|
|
3,466,516
|
|
|
2,938,971
|
|
|
Motor
vehicles
|
|
|
256,980
|
|
|
250,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,444,777
|
|
|
3,838,240
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
147,064
|
|
|
92,092
|
|
|
Leasehold
improvement
|
|
|
61,851
|
|
|
25,888
|
|
|
Machinery
and equipment
|
|
|
639,839
|
|
|
475,767
|
|
|
Motor
vehicles
|
|
|
116,513
|
|
|
89,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
965,267
|
|
|
683,580
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
432,980
|
|
|
418,761
|
|
|
Leasehold
improvement
|
|
|
79,386
|
|
|
111,873
|
|
|
Machinery
and equipment
|
|
|
2,826,677
|
|
|
2,463,204
|
|
|
Motor
vehicles
|
|
|
140,467
|
|
|
160,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,479,510
|
|
|
3,154,660
|
|
The
components of depreciation charged are:
|
|
|
Six
months ended
June
30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Included
in factory overheads
|
|
|
208,178
|
|
|
100,129
|
|
|
Included
in operating expenses
|
|
|
54,044
|
|
|
35,490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262,222
|
|
|
135,619
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
2,737,788
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
2,737,788
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Analyzed
for reporting purposes as:
|
|
|
|
|
|
|
|
|
Current
asset
|
|
|
54,756
|
|
|
-
|
|
|
Non-current
asset
|
|
|
2,683,032
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,737,788
|
|
|
-
|
|
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
Cost
|
|
|
|
|
|
|
|
|
Consumer
battery license fee
|
|
|
1,000,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
amortization
|
|
|
25,000
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
975,000
|
|
|
-
|
|
Amortization
expenses included in selling and distributing costs for the six months ended
June 30, 2007 and 2006 are $25,000
(unaudited)
and
$Nil
(unaudited) respectively.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
14.
|
Other
payables and accrued
liabilities
|
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
639,043
|
|
|
622,010
|
|
|
Accrued
staff welfare
|
|
|
-
|
|
|
111,749
|
|
|
Royalty
payable
|
|
|
1,259,576
|
|
|
112,579
|
|
|
Sales
deposits received
|
|
|
180,646
|
|
|
86,182
|
|
|
Other
payables
|
|
|
301,823
|
|
|
237,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,381,088
|
|
|
1,170,275
|
|
|
15.
|
Advance
to related
parties
|
Advance
to related parties for working capital are as follows:
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Advance
to shareholders
|
|
|
649,127
|
|
|
634,161
|
|
The
above
advances are interest-free, unsecured and have no fixed repayment
terms.
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
Secured:
|
|
|
|
|
|
|
|
|
Repayable
within one year
|
|
|
|
|
|
|
|
|
Non-recurring
bank loans
|
|
|
1,096,952
|
|
|
896,964
|
|
|
Other
bank borrowings
|
|
|
8,243,889
|
|
|
5,053,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,340,841
|
|
|
5,950,626
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
16.
|
Bank
borrowings (Cont’d)
|
As
of
June 30, 2007, the above banking borrowings were secured by the
following:
|
|
(a)
|
charge
over bank deposits of $1,710,382;
|
|
|
(b)
|
corporate
guarantee executed by a third party and the Shenzhen Science and
Technology Bureau ; and
|
|
|
(c)
|
personal
guarantees executed by the directors of the
Company;
|
|
|
|
Common
stock
|
|
Additional
|
|
|
|
|
No.
of
|
|
|
|
paid
in
|
|
|
|
|
shares
|
|
Amount
|
|
capital
|
|
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 1, 2007 and June 30, 2007
|
|
|
500,000
|
|
|
64,317
|
|
|
(75,229
|
)
|
For
employees in PRC, the Group contributes on a monthly basis to various defined
contribution plans organized by the relevant municipal and provincial government
in the PRC based on certain percentage of the relevant employees’ monthly
salaries. The municipal and provincial governments undertake to assume the
retirement benefit obligations payable to all existing and future retired
employees under these plans and the Group has no further constructive obligation
for post-retirement benefits beyond the contributions made. Contributions
to
these plans are expenses as incurred.
The
assets of the schemes are controlled by trustees and held separately from
those
of the Group. Total pension cost was $56,043 and $20,062 for the six months
ended June 30, 2007 and 2006 respectively.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
19.
|
Commitments
and contingencies
|
Operating
leases commitments
The
Group
leases factory and office premises under various non-cancelable operating
lease
agreements that expire at various dates through years 2007 to 2010,
with
an
option to renew the lease. All leases are on a fixed repayment basis. None
of
the leases includes contingent rentals. Minimum future commitments under
these
agreements payable as of June 30, 2007 are as follows:
|
Year
ending June 30
|
|
$
|
|
|
|
|
|
|
|
2008
|
|
|
531,065
|
|
|
2009
|
|
|
492,690
|
|
|
2010
|
|
|
469,877
|
|
|
2011
|
|
|
103,111
|
|
|
|
|
|
|
|
|
|
|
|
1,596,743
|
|
Rental
expenses for the six months ended June 30, 2007 and 2006 were $202,035 and
$178,720 respectively.
Capital
commitments
The
Group
has the following capital commitments as of June 30, 2007:
|
|
|
$
|
|
|
|
|
|
|
|
Purchase
of plant and equipment
|
|
|
2,733
|
|
Contingencies
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Bills
discounted
|
|
|
1,378,415
|
|
|
1,323,442
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
20.
|
Related
party transactions
|
Apart
from the transactions as disclosed in notes 15, the Group entered into the
following transactions with its related party during the six months ended
June
30, 2007 and 2006:
|
|
|
Six
months ended
June
30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee paid to Canhold International Limited
|
|
|
10,278
|
|
|
7,556
|
|
For
management purposes, the Group is currently organized into three major principal
activities - manufacturing and trading of consumer and industrial batteries
and
trading of materials. These principal activities are the basis on which the
Group reports its primary segment information.
|
|
|
Consumer
battery
|
|
Industrial
battery
|
|
Materials
|
|
Total
|
|
|
Six
months ended
June
30, 2007
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
26,416,437
|
|
|
4,809,321
|
|
|
96,345
|
|
|
31,322,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
(23,843,773
|
)
|
|
(4,340,947
|
)
|
|
(78,110
|
)
|
|
(28,262,830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
result
|
|
|
2,572,664
|
|
|
468,374
|
|
|
18,235
|
|
|
3,059,273
|
|
|
|
|
Consumer
battery
|
|
Industrial
battery
|
|
Materials
|
|
Total
|
|
|
Six
months ended
June
30, 2006
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
$
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
13,934,036
|
|
|
3,122,676
|
|
|
582,503
|
|
|
17,639,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
(11,075,092
|
)
|
|
(2,481,974
|
)
|
|
(633,218
|
)
|
|
(14,190,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
result
|
|
|
2,858,944
|
|
|
640,702
|
|
|
(50,715
|
)
|
|
3,448,931
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
21.
|
Segment
Information (Cont’d)
|
All
long-lived assets of the Group are located in PRC. Geographic information
about
the revenues and accounts receivable which are classified based on the location
of the customers, is set out as follows:
|
|
|
Six
months ended
June
30,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
Net
revenue
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
14,952,706
|
|
|
12,671,450
|
|
|
Asia
|
|
|
2,657,731
|
|
|
1,029,363
|
|
|
Europe
|
|
|
9,079,531
|
|
|
1,547,207
|
|
|
North
America
|
|
|
4,602,551
|
|
|
2,117,563
|
|
|
South
America
|
|
|
29,584
|
|
|
273,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,322,103
|
|
|
17,639,215
|
|
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
|
2007
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
(Audited)
|
|
|
Accounts
receivable
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
3,988,903
|
|
|
5,545,244
|
|
|
Asia
|
|
|
706,876
|
|
|
262,743
|
|
|
Europe
|
|
|
4,816,029
|
|
|
1,857,294
|
|
|
North
America
|
|
|
2,173,670
|
|
|
461,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,685,478
|
|
|
8,127,170
|
|
Certain
comparative amounts have been reclassified to conform to the current period’s
presentation. These reclassifications had no effect on reported total assets,
liabilities, shareholders’ equity, or net income.
Hong
Kong Highpower Technology Company Limited
Consolidated
Financial Statements
December
31, 2006, 2005 and 2004
(Stated
in US Dollars)
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors and Stockholders of
Hong
Kong
Highpower Technology Company Limited
We
have
audited the accompanying consolidated balance sheets of Hong Kong Highpower
Technology Company Limited (the “Company”) and its subsidiary (collectively
referred to as the “Group”) as of December 31, 2006, 2005 and 2004, and the
related consolidated income statement, stockholders’ equity and cash flows for
the years ended December 31, 2006, 2005 and 2004. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the consolidated financial statements referred to above present
fairly,
in all material respects, the consolidated financial position of the Company
and
its subsidiary as of December 31, 2006, 2005 and 2004, and the consolidated
results of their operations and their cash flows for the years ended December
31, 2006, 2005 and 2004, in conformity with accounting principles generally
accepted in the United States of America.
Dominic
K.F. Chan & Co
Certified
Public Accountants
Hong
Kong
July
14,
2007
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
INCOME STATEMENT
(Stated
in US Dollars)
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
|
44,375,682
|
|
|
25,010,030
|
|
|
10,956,327
|
|
|
Cost
of sales
|
|
|
(37,057,814
|
)
|
|
(20,830,516
|
)
|
|
(9,434,864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
7,317,868
|
|
|
4,179,514
|
|
|
1,521,463
|
|
|
Depreciation –
Note 10
|
|
|
(80,213
|
)
|
|
(46,209
|
)
|
|
(25,219
|
)
|
|
Selling
and distributing costs
|
|
|
(1,634,366
|
)
|
|
(856,526
|
)
|
|
(640,833
|
)
|
|
Administrative
and other operating expenses
|
|
|
(2,159,502
|
)
|
|
(854,246
|
)
|
|
(549,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from operations
|
|
|
3,443,787
|
|
|
2,422,533
|
|
|
306,239
|
|
|
Other
income - Note 4
|
|
|
157,873
|
|
|
131,103
|
|
|
162,087
|
|
|
Interest
expenses – Note 5
|
|
|
(253,617
|
)
|
|
(54,971
|
)
|
|
(9,666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes
|
|
|
3,348,043
|
|
|
2,498,665
|
|
|
458,660
|
|
|
Income
taxes - Note 6
|
|
|
(240,487
|
)
|
|
(187,634
|
)
|
|
16,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
3,107,556
|
|
|
2,311,031
|
|
|
475,259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic and dilutive – Note 7
|
|
|
6.22
|
|
|
4.62
|
|
|
0.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common stock
|
|
|
|
|
|
|
|
|
|
|
|
-
Basic and dilutive – Note 7
|
|
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
See
notes
to consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
BALANCE SHEET
(Stated
in US Dollars)
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
488,070
|
|
|
467,026
|
|
|
298,508
|
|
|
Restricted
cash
|
|
|
1,010,580
|
|
|
-
|
|
|
-
|
|
|
Accounts
receivable
|
|
|
8,127,170
|
|
|
4,770,651
|
|
|
2,903,047
|
|
|
Notes
receivable
|
|
|
76,764
|
|
|
696,910
|
|
|
184,738
|
|
|
Prepaid
expenses and other receivables
-
Note 8
|
|
|
2,612,091
|
|
|
733,410
|
|
|
396,895
|
|
|
Advance
to related parties – Note 12
|
|
|
634,161
|
|
|
498,496
|
|
|
107,583
|
|
|
Tax
prepayment
|
|
|
-
|
|
|
-
|
|
|
1,276
|
|
|
Inventories,
net – Note 9
|
|
|
15,623,791
|
|
|
5,684,725
|
|
|
2,429,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
28,572,627
|
|
|
12,851,218
|
|
|
6,321,945
|
|
|
Deferred
tax assets – Note 6
|
|
|
8,443
|
|
|
7,568
|
|
|
16,599
|
|
|
Plant
and equipment, net – Note 10
|
|
|
3,154,660
|
|
|
1,726,592
|
|
|
1,039,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
|
31,735,730
|
|
|
14,585,378
|
|
|
7,378,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
17,327,402
|
|
|
8,485,498
|
|
|
4,502,327
|
|
|
Other
payables and accrued liabilities
-
Note 11
|
|
|
1,170,275
|
|
|
1,164,622
|
|
|
990,473
|
|
|
Advance
from a related party – Note 12
|
|
|
-
|
|
|
-
|
|
|
87,606
|
|
|
Income
tax payable
|
|
|
122,710
|
|
|
117,875
|
|
|
-
|
|
|
Bank
borrowings – Note 13
|
|
|
5,950,626
|
|
|
960,323
|
|
|
241,648
|
|
|
Other
loans – Note 13
|
|
|
-
|
|
|
-
|
|
|
84,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
24,571,013
|
|
|
10,728,318
|
|
|
5,906,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
24,571,013
|
|
|
10,728,318
|
|
|
5,906,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
–
Note 15
|
|
|
|
|
|
|
|
|
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
BALANCE SHEET (Cont’d)
(Stated
in US Dollars)
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
|
|
|
|
|
|
|
|
|
Par
value: 2006 - $0.1286 (2005 and 2004 – $0.1286)
|
|
|
|
|
|
|
|
|
|
|
|
Authorized:
2006 – 500,000 shares (2005 and 2004 – 500,000)
|
|
|
|
|
|
|
|
|
|
|
|
Issued
and outstanding: 2006 – 500,000 shares (2005 and 2004 –
500,000)
|
|
|
64,317
|
|
|
64,317
|
|
|
64,317
|
|
|
Additional
paid-in capital
|
|
|
(75,229
|
)
|
|
-
|
|
|
120,819
|
|
|
Accumulated
other comprehensive income
|
|
|
470,383
|
|
|
195,053
|
|
|
43
|
|
|
Retained
earnings
|
|
|
6,705,246
|
|
|
3,597,690
|
|
|
1,286,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
7,164,717
|
|
|
3,857,060
|
|
|
1,471,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
31,735,730
|
|
|
14,585,378
|
|
|
7,378,469
|
|
See
notes
to consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
(Stated
in US Dollars)
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
other
|
|
|
|
|
|
|
|
|
Common
stock
|
|
paid-in
|
|
comprehensive
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
capital
|
|
income
|
|
earnings
|
|
Total
|
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 1, 2004
|
|
|
500,000
|
|
|
64,317
|
|
|
120,819
|
|
|
-
|
|
|
811,400
|
|
|
996,536
|
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
475,259
|
|
|
475,259
|
|
Foreign
currency translation adjustments
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
43
|
|
|
-
|
|
|
43
|
|
|
Total
comprehensive income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
43
|
|
|
475,259
|
|
|
475,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
500,000
|
|
|
64,317
|
|
|
120,819
|
|
|
43
|
|
|
1,286,659
|
|
|
1,471,838
|
|
|
Reorganization
- Note 1
|
|
|
-
|
|
|
-
|
|
|
(120,819
|
)
|
|
-
|
|
|
-
|
|
|
(120,819
|
)
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,311,031
|
|
|
2,311,031
|
|
Foreign
currency translation adjustments
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
195,010
|
|
|
-
|
|
|
195,010
|
|
|
Total
comprehensive income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
195,010
|
|
|
2,311,031
|
|
|
2,506,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
|
500,000
|
|
|
64,317
|
|
|
-
|
|
|
195,053
|
|
|
3,597,690
|
|
|
3,857,060
|
|
|
Reorganization
- Note 1
|
|
|
-
|
|
|
-
|
|
|
(75,229
|
)
|
|
-
|
|
|
-
|
|
|
(75,229
|
)
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,107,556
|
|
|
3,107,556
|
|
Foreign
currency translation adjustments
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
275,330
|
|
|
-
|
|
|
275,330
|
|
|
Total
comprehensive income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
275,330
|
|
|
3,107,556
|
|
|
3,382,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
64,317
|
|
|
(75,229
|
)
|
|
470,383
|
|
|
6,705,246
|
|
|
7,164,717
|
|
See
notes
to consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
STATEMENT OF CASH FLOWS
(Stated
in US Dollars)
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
3,107,556
|
|
|
2,311,031
|
|
|
475,259
|
|
|
Adjustments
to reconcile net income to net cash flows
provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Bad
debts written off
|
|
|
22,878
|
|
|
9,645
|
|
|
-
|
|
|
Depreciation
|
|
|
343,841
|
|
|
182,307
|
|
|
94,742
|
|
|
Loss
on disposal of plant and equipment
|
|
|
32,844
|
|
|
5,261
|
|
|
9,028
|
|
|
Income
taxes
|
|
|
240,487
|
|
|
187,634
|
|
|
(16,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(3,155,007
|
)
|
|
(1,778,398
|
)
|
|
(1,220,945
|
)
|
|
Notes
receivable
|
|
|
620,101
|
|
|
(511,456
|
)
|
|
(184,379
|
)
|
|
Prepaid
expenses and other receivables
|
|
|
(1,826,594
|
)
|
|
(313,424
|
)
|
|
(96,222
|
)
|
|
Inventories
|
|
|
(9,556,898
|
)
|
|
(3,148,845
|
)
|
|
(1,168,209
|
)
|
|
Accounts
payable
|
|
|
8,387,286
|
|
|
3,814,931
|
|
|
2,154,557
|
|
|
Other
payables and accrued liabilities
|
|
|
(32,771
|
)
|
|
154,267
|
|
|
528,007
|
|
|
Income
tax payable
|
|
|
(240,514
|
)
|
|
(60,831
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows (used in) / provided by operating activities
|
|
|
(2,056,791
|
)
|
|
852,122
|
|
|
575,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
of plant and equipment
|
|
|
(1,733,167
|
)
|
|
(849,768
|
)
|
|
(561,677
|
)
|
|
Proceeds
from disposal of plant and equipment
|
|
|
13,747
|
|
|
11,186
|
|
|
1,450
|
|
|
Cost
of reorganization
|
|
|
(75,181
|
)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows used in investing activities
|
|
|
(1,794,601
|
)
|
|
(838,582
|
)
|
|
(560,227
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from new short-term bank loans
|
|
|
879,630
|
|
|
977,681
|
|
|
241,641
|
|
|
Repayment
of short-term bank loans
|
|
|
(973,876
|
)
|
|
(274,973
|
)
|
|
-
|
|
|
Repayment
of other loans
|
|
|
-
|
|
|
(85,547
|
)
|
|
-
|
|
|
Net
advancement of other bank borrowings
|
|
|
4,955,996
|
|
|
-
|
|
|
-
|
|
|
Increase
in restricted cash
|
|
|
(991,050
|
)
|
|
-
|
|
|
-
|
|
|
Advance
from a related party
|
|
|
-
|
|
|
-
|
|
|
(52,682
|
)
|
|
Advance
to related parties
|
|
|
(38,495
|
)
|
|
(468,151
|
)
|
|
(70,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by financing activities
|
|
|
3,832,205
|
|
|
149,010
|
|
|
118,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) / increase in cash and cash equivalents
|
|
|
(19,187
|
)
|
|
162,550
|
|
|
133,051
|
|
|
Effect
of foreign currency translation on cash and cash
equivalents
|
|
|
40,231
|
|
|
5,968
|
|
|
(97
|
)
|
|
Cash
and cash equivalents - beginning of year
|
|
|
467,026
|
|
|
298,508
|
|
|
165,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of year
|
|
|
488,070
|
|
|
467,026
|
|
|
298,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
CONSOLIDATED
STATEMENT OF CASH FLOWS (Cont’d)
(Stated
in US Dollars)
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
Supplemental
disclosures for cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for:
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
328,798
|
|
|
54,971
|
|
|
7,128
|
|
|
Income
taxes
|
|
|
240,514
|
|
|
60,831
|
|
|
-
|
|
See
notes
to consolidated financial statements
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
1.
|
Corporation
information
and
reorganization
|
Hong
Kong
Highpower Technology Company Limited (the “Company”) was incorporated in the
Hong Kong on July 4, 2003 under the Hong Kong Companies Ordinance. The Company
was organized principally to manufacture and trading of batteries. The Company
intends to go public in the US through a reverse acquisition of a US publicly
traded company.
For
the
purpose of reverse acquisition, the Company underwent a group reorganization
(the “Reorganization”) which was approved by authorized institutions in
December, 2005, the Company acquired all of the outstanding common stock
of
Shenzhen Highpower Technology Co., Ltd. (“SZ Highpower”) from its then existing
Stockholders (the “Stockholders”), Pan Dangyu, Li Kai Man, Li Wenliang and Ma
Wenwei, in consideration of approximately $2,349,000 (equivalent to
HK$18,250,000). The acquisition was financed by a short-term loan bearing
interest of approximately $75,000 (equivalent to HK$584,000).
As
a
result of the Reorganization, SZ Highpower became the wholly owned subsidiary
of
the Company and became the Company’s main operational business.
As
of
December 31, 2006, the particulars of the subsidiary are as
follows:
|
|
|
Date
of
|
|
Attributable
|
|
Registered
|
|
|
Name
of company
|
|
incorporation
|
|
equity
interest %
|
|
capital
|
|
|
|
|
|
|
Direct
|
|
Indirect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shenzhen
Highpower Technology Co., Ltd.
(“SZ
Highpower”)
|
|
|
October 8, 2002
|
|
|
100
|
|
|
-
|
|
|
RMB20,000,000
|
|
|
2.
|
Description
of business
|
The
Company and its subsidiary are engaged in manufacturing and trading of nickel
metal hydride rechargeable batteries.
|
3.
|
Summary
of significant accounting
policies
|
Basis
of presentation and consolidation
On
December, 2005, the Reorganization was approved by authorized institutions
and
accordingly, accounting for recapitalization is adopted for the preparation
of
the comparative figures of the consolidated financial statements. It means
that
the consolidated financial statements for the year ended December 31, 2005
and
2004 are issued under the name of the legal parent, the Company, but includes
the financial statements of SZ Highpower.
The
accompanying consolidated financial statements of the Company have been prepared
in accordance with generally accepted accounting principles in the United
States
of America.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Basis
of presentation and consolidation (Cont’d)
The
consolidated financial statements include the accounts of the Company and
its
subsidiaries. All significant inter-company accounts and transactions have
been
eliminated in consolidation.
The
results of subsidiaries acquired or disposed of during the years are included
in
the consolidated income statement from the effective date of acquisition
or up
to the effective date of disposal.
The
Company also evaluates consolidation of entities under Financial Accounting
Standards Board (FASB) Interpretation No.46, “Consolidation of Variable Interest
Entities” (FIN 46). FIN 46 requires management to evaluate whether an entity or
interest is a variable interest entity and whether the Company is the primary
beneficiary. Consolidation is required if both of these criteria are met.
The
Company does not have any variable interest entities requiring consolidation.
Use
of
estimates
In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities
and
disclosures of contingent assets and liabilities at the dates of the financial
statements, as well as the reported amounts of revenues and expenses during
the
reporting periods. These accounts and estimates include, but are not limited
to,
the valuation of accounts receivable, inventories, deferred income taxes
and the
estimation on useful lives of plant and equipment. Actual results could differ
from those estimates.
Economic
and political risks
SZ
Highpower’s operations are conducted in the People’s Republic of China (the
“PRC”). Accordingly, SZ Highpower’s business, financial condition and results of
operations may be influenced by the political, economic and legal environment
in
the PRC and by the general state of the PRC economy.
SZ
Highpower’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America
and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange.
SZ
Highpower’s results may be adversely affected by changes in the political and
social conditions in the PRC and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad and rates and methods of taxation, among other
things.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Concentrations
of credit risk
Financial
instruments that potentially subject the Group to significant concentrations
of
credit risk consist principally of accounts receivable. The Group extends
credit
based on an evaluation of the customer’s financial condition, generally without
requiring collateral or other security.
In
order
to minimize the credit risk, the management of the Group has delegated a
team
responsibility for determination of credit limits, credit approvals and other
monitoring procedures to ensure that follow-up action is taken to recover
overdue debts.
Further,
the
Group
reviews the recoverable amount of each individual trade debt at each balance
sheet date to ensure that adequate impairment losses are made for irrecoverable
amounts. In this regard, the directors of the Group consider that the Group’s
credit risk is significantly reduced.
Other
than set forth below, no customers represented 10% or more of the Group’s net
sales and accounts receivable.
At
December 31, 2006, 2005 and 2004, customers represented 10% or more of the
Group’s net sales and accounts receivable are:
|
|
|
Year
ended December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
st
largest customer
|
|
|
-
|
|
|
-
|
|
|
1,305,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
|
-
|
|
|
-
|
|
|
1,305,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
2,663,255
|
|
|
608,232
|
|
|
746,112
|
|
Cash
and cash equivalents
Cash
and
cash equivalents include all cash, deposits in banks and other highly liquid
investments with initial maturities of three months or less.
Restricted
cash
Deposits
in banks for securities of bank borrowings that are restricted in use are
classified as restricted cash.
Accounts
receivable
Accounts
receivable are stated at original amount less allowance made for doubtful
receivables, if any, based on a review of all outstanding amounts at the
year
end. An allowance is also made when there is objective evidence that the
Group
will not be able to collect all amounts due according to original terms of
receivables. Bad debts are written off when identified. The Group extends
unsecured credit to customers in the normal course of business and believes
all
accounts receivable in excess of the allowances for doubtful receivables
to be
fully collectible. The Group does not accrue interest on trade accounts
receivable.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Accounts
receivable (Cont’d)
During
the years ended 2006, 2005 and 2004, the Group had experienced bad debts of
$22,878, $9,645 and $Nil respectively.
Inventories
Inventories
are stated at the lower of cost or market value. Cost is determined on a
weighted average basis and includes purchase costs, direct labor and factory
overheads. There are no significant freight charges, inspection costs and
warehousing costs incurred for any of the periods presented. In assessing the
ultimate realization of inventories, the management makes judgments as to future
demand requirements compared to current or committed inventory levels. The
Group’s reserve requirements generally increase as the management projected
demand requirements; decrease due to market conditions, product life cycle
changes. During the reporting years, the Company did not make any allowance
for
slow-moving or defective inventories.
Plant
and equipment
Plant
and
equipment are stated at cost less accumulated depreciation. Cost represents
the
purchase price of the asset and other costs incurred to bring the asset into
its
existing use. Maintenance, repairs and betterments, including replacement of
minor items, are charged to expense; major additions to physical properties
are
capitalized.
Depreciation
of plant and equipment is provided using the straight-line method over their
estimated useful lives at the following annual rates:
|
Furniture,
fixtures and office equipment
|
|
|
20
|
%
|
|
Leasehold
improvement
|
|
|
50
|
%
|
|
Machinery
and equipment
|
|
|
10
|
%
|
|
Motor
vehicles
|
|
|
20
|
%
|
Upon
sale
or disposition, the applicable amounts of asset cost and accumulated
depreciation are removed from the accounts and the net amount less proceeds
from
disposal is charged or credited to income.
Impairment
of long-lived assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. The
Group recognizes impairment of long-lived assets in the event that the net
book
values of such assets exceed the future undiscounted cashflows attributable
to
such assets.
No
impairment of long-lived assets was recognized for any of the years
presented.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Revenue
recognition
Revenue
from sales of the Group’s products is recognized when the significant risks and
rewards of ownership have been transferred to the buyer at the time of delivery
and the sales price is fixed or determinable and collection is reasonably
assured.
Advertising
and promotion expenses
Advertising
and promotion expenses are charged to expense as incurred.
Advertising
and promotion expenses amounted to $96,045, $117,191 and $114,246 during 2006,
2005 and 2004 respectively are included in selling and distributing costs.
Income
taxes
The
Group
uses the asset and liability method of accounting for income taxes pursuant
to
SFAS No. 109 “Accounting for Income Taxes”. Under the asset and liability method
of SFAS 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and loss carry
forwards and their respective tax bases. Deferred tax assets and liabilities
are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.
In
accordance with the relevant tax laws and regulations of PRC, the corporation
income tax rate of SZ Highpower is 15%. However, also in accordance with the
relevant taxation laws in the PRC, from the time that the company has its first
profitable tax year, it is exempt from corporate income tax for its first two
years and is then entitled to a 50% tax reduction for the succeeding three
years. SZ Highpower’s first profitable tax year was 2003. SZ Highpower will be
levied at the 15% tax rate in 2008.
Comprehensive
income
The
Group
has adopted SFAS 130, “Reporting Comprehensive Income”, which establishes
standards for reporting and display of comprehensive income, its components
and
accumulated balances. Accumulated other comprehensive income represents the
accumulated balance of foreign currency translation adjustments of the Group.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Foreign
currency translation
The
Group
maintains its financial statements in the functional currency. The functional
currencies of the Company and SZ Highpower are Hong Kong dollars (“HK$”) and
Renminbi (“RMB”) respectively. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency at rates of exchange prevailing at the balance sheet dates.
Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchanges rates prevailing at
the
dates of the transaction. Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.
For
financial reporting purposes, the financial statements of the Group which are
prepared using the functional currency have been translated into United States
dollars. Assets and liabilities are translated at the exchange rates at the
balance sheet dates and revenue and expenses are translated at the average
exchange rates and stockholders’ equity is translated at historical exchange
rates. Any translation adjustments resulting are not included in determining
net
income but are included in foreign exchange adjustment to other comprehensive
income, a component of stockholders’ equity.
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
Year
end HK$: US$ exchange rate
|
|
|
7.773
|
|
|
7.768
|
|
|
7.774
|
|
|
Average
yearly HK$: US$ exchange rate
|
|
|
7.768
|
|
|
7.777
|
|
|
7.789
|
|
|
Year
end RMB: US$ exchange rate
|
|
|
7.804
|
|
|
8.070
|
|
|
8.277
|
|
|
Average
yearly RMB: US$ exchange rate
|
|
|
7.958
|
|
|
8.183
|
|
|
8.277
|
|
The
RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that RMB amounts could have been, or could be, converted into US$ at
rates used in translation.
Fair
value of financial instruments
The
carrying values of the Group’s financial instruments, including cash and cash
equivalents, restricted cash, trade and other receivables, deposits, trade
and
other payables approximate their fair values due to the short-term maturity
of
such instruments.
The
carrying amounts of borrowings approximate their fair values because the
applicable interest rates approximate current market rates.
The
Group
is exposed to certain foreign currency risk from export sales transactions
and
recognized accounts receivable as they will affect the future operating results
of the Group. The Group did not have any hedging activities during the reporting
period. As the functional currency of SZ Highpower is RMB, the exchange
difference on translation to US dollars for reporting purpose is taken to other
comprehensive income.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Basic
and diluted earnings per share
The
Company reports basic earnings or loss per share in accordance with SFAS No.
128, “Earnings Per Share”. Basic earnings per share is computed using the
weighted average number of shares outstanding during the periods presented.
The
weighted average number of shares of the Company represents the common stock
outstanding during the years.
Recent
accounting pronouncements
In
May
2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”
(“SFAS 154”), which changes the requirements for the accounting for and
reporting of a change in accounting principle. The statement requires
retrospective application to prior period financial statements of changes in
accounting principle, unless impracticable to do so. It also requires that
a
change in the depreciation, amortization, or depletion method for long-lived
non-financial assets be accounted as a change in accounting estimate, effected
by a change in accounting principle. Accounting for error corrections and
accounting estimate changes will continue under the guidance in APB Opinion
20,
“Accounting Changes”, as carried forward in this pronouncement. The statement is
effective for fiscal years beginning after December 15, 2005. The adoption
of
SFAS No. 154 has no material effect on our financial statements.
In
November 2005, the FASB issued FSP Nos. FAS 115-1 and 124-1, “The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments.”
This FSP addresses the determination as to when an investment is considered
impaired, whether the impairment is ‘other-than-temporary’, and the measurement
of an impairment loss. The investment is impaired if the fair value is less
than
cost. The impairment is ‘other-than-temporary’ for equity securities and debt
securities that can contractually be prepaid or otherwise settled in such a
way
that the investor would not recover substantially all of its cost. If
‘other-than-temporary’, an impairment loss shall be recognized in earnings equal
to the difference between the investment’s cost and its fair value. The guidance
in this FSP is effective in reporting periods beginning after December 15,
2005.
The adoption of FSP Nos. FAS 115-1 and 124-1 has no material effect on our
financial statements.
In
February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments, which amends SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities (“SFAS No. 155”), and SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS No. 155 simplifies the accounting for certain derivatives
embedded in other financial instruments by allowing them to be accounted for
as
a whole if the holder elects to account for the whole instrument on a fair
value
basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS
No. 133 and SFAS No. 140. SFAS No. 155 is effective for all financial
instruments acquired, issued or subject to a remeasurement event occurring
in
fiscal years beginning after September 15, 2006. Earlier adoption is permitted,
provided the Company has not yet issued financial statements, including for
interim periods, for that fiscal year. The Company does not believe the adoption
of SFAS No. 155 will have a material impact on the Company’s consolidated
financial position or results of operations.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Recent
accounting pronouncements (Cont’d)
The
FASB
released SFAS No. 156, “Accounting for Servicing of Financial Assets,” to
simplify accounting for separately recognized servicing assets and servicing
liabilities. SFAS No. 156 amends SFAS No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 156
permits an entity to choose either the amortization method or the fair value
measurement method for measuring each class of separately recognized servicing
assets and servicing liabilities after they have been initially measured at
fair
value. SFAS No. 156 applies to all separately recognized servicing assets and
liabilities acquired or issued after the beginning of an entity’s fiscal year
that begins after September 15, 2006. SFAS No. 156 will be effective for the
Company as of December 31, 2006, the beginning of the Company’s 2007 fiscal
year. The Company does not believe the adoption of SFAS No. 156 will have a
material impact on the Company’s consolidated financial position or results of
operations. The Company does not believe the adoption of SFAS No. 156 will
have
a material impact on the Company’s consolidated financial position or results of
operations.
In
July
2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes.” This
interpretation requires that we recognize in our financial statements, the
impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year,
with the cumulative effect of the change in accounting principle recorded as
an
adjustment to opening retained earnings. The Company is currently evaluating
the
effect of FIN 48 on its financial statements and does not believe the adoption
of FIN No. 48 will have a material impact on the Company’s consolidated
financial position or results of operations.
In
September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. This Statement
shall be effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including any financial statements
for an interim period within that fiscal year. The provisions of this statement
should be applied prospectively as of the beginning of the fiscal year in which
this Statement is initially applied, except in some circumstances where the
statement shall be applied retrospectively. The Company is currently evaluating
the effect, if any, of SFAS 157 on its financial statements.
Although
we will continue to evaluate the provisions of SFAS No. 157, management
currently does not believe the adoption of SFAS No. 157 will have a
material impact on our consolidated financial statements.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
3.
|
Summary
of significant accounting policies
(Cont’d)
|
Recent
accounting pronouncements (Cont’d)
The
FASB
released SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and
Other Postretirement Plans: an amendment of FASB Statements No. 87, 88, 106,
and
132(R),” which requires an employer to recognize the over funded or under funded
status of defined benefit and other postretirement plans as an asset or
liability in its statement of financial position and to recognize changes in
that funded status in the year in which the changes occur through an adjustment
to comprehensive income. This statement also requires an employer to measure
the
funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. The Company is required to initially
recognize the funded status of its defined benefit and other postretirement
plans as of December 31, 2006, and to provide the required disclosures in the
Company’s 2006 annual report on Form 10-KSB. The Company is assessing the impact
on the adoption of SFAS No. 158 will have on the Company’s consolidated
financial position.
On
February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of SFAS
No.
115.” The fair value option established by SFAS No. 159 permits all entities to
choose to measure eligible items at fair value at specified election dates.
A
business entity will report unrealized gains and losses on items for which
the
fair value option has been elected in earnings (or another performance indicator
if the business entity does not report earnings) at each subsequent reporting
date. The fair value option: (a) may be applied instrument by instrument, with
a
few exceptions, such as investments otherwise accounted for by the equity
method; (b) is irrevocable (unless a new election date occurs); and (c) is
applied only to entire instruments and not to portions of instruments. SFAS
No.
159 is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of the previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the provisions
of
SFAS. No.157. The Company does not early adopt this statement.
Although
we will continue to evaluate the provisions of SFAS No. 159, management
currently does not believe the adoption of SFAS No. 159 will have a
material impact on our consolidated financial statements.
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Bank
interest income
|
|
|
11,626
|
|
|
3,625
|
|
|
765
|
|
|
Net
exchange gains
|
|
|
-
|
|
|
16,989
|
|
|
-
|
|
|
Sale
of waste material
|
|
|
99,285
|
|
|
73,196
|
|
|
129,189
|
|
|
Sundry
income
|
|
|
46,962
|
|
|
37,293
|
|
|
32,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157,873
|
|
|
131,103
|
|
|
162,087
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Interest
on bills
|
|
|
208,269
|
|
|
26,610
|
|
|
-
|
|
|
Interest
on short-term bank loans
|
|
|
45,348
|
|
|
25,795
|
|
|
7,129
|
|
|
Interest
on other loans
|
|
|
-
|
|
|
2,566
|
|
|
2,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
253,617
|
|
|
54,971
|
|
|
9,666
|
|
The
components of the income before income taxes are:
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong
|
|
|
(1,372
|
)
|
|
(3,122
|
)
|
|
(2,670
|
)
|
|
The
People’s Republic of China
|
|
|
3,349,415
|
|
|
2,501,787
|
|
|
461,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,348,043
|
|
|
2,498,665
|
|
|
458,660
|
|
The
components of the provision for income taxes are:
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
PRC
income tax
|
|
|
|
|
|
|
|
|
|
|
|
Current
year
|
|
|
241,313
|
|
|
178,378
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
taxes
|
|
|
(826
|
)
|
|
9,256
|
|
|
(16,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240,487
|
|
|
187,634
|
|
|
(16,599
|
)
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
The
following table accounts for the differences between the actual tax provision
and the amounts obtained by applying the applicable statutory income tax rate
to
income before taxes for the years ended December 31, 2006, 2005 and 2004
respectively.
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Income
before taxes
|
|
|
3,348,043
|
|
|
2,498,665
|
|
|
458,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes at applicable income tax rate
|
|
|
502,206
|
|
|
374,799
|
|
|
68,799
|
|
|
Income
not subject to tax
|
|
|
(2,522
|
)
|
|
-
|
|
|
-
|
|
|
Non-deductible
expenses for income tax purposes
|
|
|
206
|
|
|
468
|
|
|
401
|
|
|
Tax
exemption of PRC subsidiary
|
|
|
(243,835
|
)
|
|
(178,378
|
)
|
|
(102,398
|
)
|
|
Tax
rate differential
|
|
|
825
|
|
|
(9,255
|
)
|
|
16,599
|
|
|
Others
|
|
|
(16,393
|
)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240,487
|
|
|
187,634
|
|
|
(16,599
|
)
|
The
major
components of deferred tax recognized in the consolidated balance sheets as
of
December 31, 2006, 2005 and 2004 are as follows:
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Temporary
difference on recognization of expenses
|
|
|
(8,443
|
)
|
|
(7,568
|
)
|
|
(16,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets, net
|
|
|
(8,443
|
)
|
|
(7,568
|
)
|
|
(16,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized
in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
|
(8,443
|
)
|
|
(7,568
|
)
|
|
(16,599
|
)
|
The
calculation of the weighted average number of shares outstanding for 2006,
2005
and 2004 are based on the number of outstanding shares of the Company during
the
years.
The
Company has no dilutive instruments, such as options and warrants. Accordingly,
the basic and diluted earnings per share are the same.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
8.
|
Prepaid
expenses and other
receivables
|
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
deposits paid
|
|
|
935,417
|
|
|
180,855
|
|
|
25,040
|
|
|
Advance
to staff
|
|
|
21,540
|
|
|
7,441
|
|
|
709
|
|
|
Other
deposits and prepayments
|
|
|
130,870
|
|
|
131,938
|
|
|
69,399
|
|
|
Value-added
tax prepayment
|
|
|
1,220,524
|
|
|
-
|
|
|
-
|
|
|
Other
receivables
|
|
|
303,740
|
|
|
413,176
|
|
|
301,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,612,091
|
|
|
733,410
|
|
|
396,895
|
|
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
|
5,040,028
|
|
|
1,676,751
|
|
|
659,071
|
|
|
Work
in progress
|
|
|
1,415,942
|
|
|
852,202
|
|
|
585,365
|
|
|
Finished
goods
|
|
|
9,096,003
|
|
|
3,101,398
|
|
|
1,139,303
|
|
|
Consumables
|
|
|
52,122
|
|
|
35,600
|
|
|
38,881
|
|
|
Packing
materials
|
|
|
19,696
|
|
|
18,774
|
|
|
7,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,623,791
|
|
|
5,684,725
|
|
|
2,429,898
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
510,853
|
|
|
178,713
|
|
|
63,330
|
|
|
Leasehold
improvement
|
|
|
137,761
|
|
|
-
|
|
|
-
|
|
|
Machinery
and equipment
|
|
|
2,938,971
|
|
|
1,660,195
|
|
|
989,149
|
|
|
Motor
vehicles
|
|
|
250,655
|
|
|
237,085
|
|
|
160,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,838,240
|
|
|
2,075,993
|
|
|
1,212,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
92,092
|
|
|
40,460
|
|
|
18,190
|
|
|
Leasehold
improvement
|
|
|
25,888
|
|
|
-
|
|
|
-
|
|
|
Machinery
and equipment
|
|
|
475,767
|
|
|
253,008
|
|
|
131,023
|
|
|
Motor
vehicles
|
|
|
89,833
|
|
|
55,933
|
|
|
23,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
683,580
|
|
|
349,401
|
|
|
172,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
Furniture,
fixtures and office equipment
|
|
|
418,761
|
|
|
138,253
|
|
|
45,140
|
|
|
Leasehold
improvement
|
|
|
111,873
|
|
|
-
|
|
|
-
|
|
|
Machinery
and equipment
|
|
|
2,463,204
|
|
|
1,407,187
|
|
|
858,126
|
|
|
Motor
vehicles
|
|
|
160,822
|
|
|
181,152
|
|
|
136,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,154,660
|
|
|
1,726,592
|
|
|
1,039,925
|
|
The
components of depreciation charged are:
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Included
in factory overheads
|
|
|
263,628
|
|
|
136,098
|
|
|
69,523
|
|
|
Included
in operating expenses
|
|
|
80,213
|
|
|
46,209
|
|
|
25,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
343,841
|
|
|
182,307
|
|
|
94,742
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
11.
|
Other
payables and accrued
liabilities
|
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
expenses
|
|
|
622,010
|
|
|
460,910
|
|
|
311,954
|
|
|
Accrued
staff welfare
|
|
|
111,749
|
|
|
166,774
|
|
|
136,029
|
|
|
Loan
interest payable
|
|
|
-
|
|
|
-
|
|
|
2,538
|
|
|
Sales
deposits received
|
|
|
86,182
|
|
|
57,130
|
|
|
93,871
|
|
|
Value-added
tax payable
|
|
|
-
|
|
|
343,072
|
|
|
94,710
|
|
|
Other
payables
|
|
|
350,334
|
|
|
136,736
|
|
|
351,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,170,275
|
|
|
1,164,622
|
|
|
990,473
|
|
12.
Advance
to/from related parties
Advance
to/from related parties for working capital are as follows:
|
|
|
At
December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Advance
to shareholders
|
|
|
634,161
|
|
|
498,496
|
|
|
107,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance
from a shareholder
|
|
|
-
|
|
|
-
|
|
|
87,606
|
|
The
above
advances are interest-free, unsecured and have no fixed repayment
terms.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
13.
|
Bank
and other borrowings
|
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
Secured:
|
|
|
|
|
|
|
|
|
|
|
|
Repayable
within one year
|
|
|
|
|
|
|
|
|
|
|
|
Non-recurring
bank loans
|
|
|
896,964
|
|
|
960,323
|
|
|
241,648
|
|
|
Other
bank borrowings
|
|
|
5,053,662
|
|
|
-
|
|
|
-
|
|
|
Non-recurring
other borrowings
|
|
|
-
|
|
|
-
|
|
|
84,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,950,626
|
|
|
960,323
|
|
|
326,225
|
|
As
of
December 31, 2006, the Company’s banking facilities are composed of the
following:
|
Facilities
granted
|
|
Granted
|
|
|
|
Unused
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Non-recurring
bank loans
|
|
|
896,964
|
|
|
896,964
|
|
|
-
|
|
|
Other
facilities including:
|
|
|
|
|
|
|
|
|
|
|
|
-
Outstanding letter of credit
|
|
|
3,844,133
|
|
|
3,395,371
|
|
|
448,762
|
|
|
-
Invoice /account payable financing
|
|
|
4,003,024
|
|
|
1,658,291
|
|
|
2,344,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,744,121
|
|
|
5,950,626
|
|
|
2,793,495
|
|
As
of
December 31, 2006, the above banking borrowings were secured by the
following:
|
|
(a)
|
charge
over bank deposits of $1,010,580;
|
|
|
(b)
|
corporate
guarantee executed by a third party and Shenzhen Science and Technology
Bureau ; and
|
|
|
(c)
|
personal
guarantee executed by the directors of the
Company;
|
The
interest rates of short-terms notes payable / invoice financing were at bank’s
prime lending rate per annum with various maturity dates.
The
interest rates of non-recurring bank loans were at 7.02% - 7.344% per annum
except that loan of $384,413 which was interest free.
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
For
employees in PRC, the Group contributes on a monthly basis to various defined
contribution plans organized by the relevant municipal and provincial government
in the PRC based on certain percentage of the relevant employees’ monthly
salaries. The municipal and provincial governments undertake to assume the
retirement benefit obligations payable to all existing and future retired
employees under these plans and the Group has no further constructive obligation
for post-retirement benefits beyond the contributions made. Contributions to
these plans are expenses as incurred.
Total
pension cost was $91,353, $Nil and $14,561 during 2006, 2005 and 2004
respectively.
|
15.
|
Commitments
and contingencies
|
Operating
leases commitments
The
Group
leases factory and office premises under various non-cancelable operating lease
agreements that expire at various dates through years 2007 to 2010,
with
an
option to renew the lease. All leases are on a fixed repayment basis. None
of
the leases includes contingent rentals. Minimum future commitments under these
agreements payable as of December 31, 2006 are as follows:
|
Year
ending December 31
|
|
$
|
|
|
|
|
|
|
|
2007
|
|
|
377,911
|
|
|
2008
|
|
|
244,475
|
|
|
2009
|
|
|
190,879
|
|
|
2010
|
|
|
135,083
|
|
|
|
|
|
|
|
|
|
|
|
948,348
|
|
Rental
expenses for the years ended 2006, 2005 and 2004 were $367,582, $262,819 and
$185,004 respectively.
Capital
commitments
The
Group
has the following capital commitments as of December 31, 2006, 2005 and
2004:
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of plant and equipment
|
|
|
136,595
|
|
|
106,279
|
|
|
13,895
|
|
|
Purchase
of land in PRC
|
|
|
1,683,344
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,819,939
|
|
|
106,279
|
|
|
13,895
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
15.
|
Commitments
and contingencies (Cont’d)
|
Contingencies
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Bills
discounted
|
|
|
1,323,442
|
|
|
958,355
|
|
|
234,984
|
|
|
16.
|
Related
party transactions
|
Apart
from the transactions as disclosed in notes 12, the Group entered into the
following transactions with its related party during the years ended December
31, 2006, 2005 and 2004:
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee paid to Canhold International Limited
|
|
|
15,302
|
|
|
12,138
|
|
|
9,221
|
|
For
management purposes, the Group is currently organized into three major principal
activities - manufacturing and trading of consumer and industrial batteries
and
trading of materials. These principal activities are the basis on which the
Group reports its primary segment information.
|
|
|
Consumer
battery
|
|
Industrial
battery
|
|
Materials
|
|
Total
|
|
|
2006
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
34,360,789
|
|
|
9,111,131
|
|
|
903,762
|
|
|
44,375,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
(28,604,917
|
)
|
|
(7,556,071
|
)
|
|
(896,826
|
)
|
|
(37,057,814
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
result
|
|
|
5,755,872
|
|
|
1,555,060
|
|
|
6,936
|
|
|
7,317,868
|
|
|
2005
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
20,892,322
|
|
|
3,540,233
|
|
|
577,475
|
|
|
25,010,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
(17,320,117
|
)
|
|
(2,948,888
|
)
|
|
(561,511
|
)
|
|
(20,830,516
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
result
|
|
|
3,572,205
|
|
|
591,345
|
|
|
15,964
|
|
|
4,179,514
|
|
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Stated
in US Dollars)
|
17
|
Segment
information (Cont’d)
|
|
2004
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
9,783,927
|
|
|
1,087,103
|
|
|
85,297
|
|
|
10,956,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
|
(8,418,328
|
)
|
|
(935,370
|
)
|
|
(81,166
|
)
|
|
(9,434,864
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
result
|
|
|
1,365,599
|
|
|
151,733
|
|
|
4,131
|
|
|
1,521,463
|
|
All
long-lived assets of the Group are located in PRC. Geographic information about
the revenues and accounts receivable which are classified based on the location
of the customers, is set out as follows:
|
|
|
Year
ended December 31,
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
Net
revenue
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
29,009,277
|
|
|
17,126,358
|
|
|
7,517,850
|
|
|
Asia
|
|
|
3,294,838
|
|
|
3,198,143
|
|
|
2,166,369
|
|
|
Europe
|
|
|
7,288,751
|
|
|
2,807,580
|
|
|
886,280
|
|
|
North
America
|
|
|
4,511,914
|
|
|
1,877,949
|
|
|
385,828
|
|
|
South
America
|
|
|
270,902
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,375,682
|
|
|
25,010,030
|
|
|
10,956,327
|
|
|
|
|
At
December 31
|
|
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
Accounts
receivable
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Hong
Kong and China
|
|
|
5,545,244
|
|
|
3,913,344
|
|
|
2,449,071
|
|
|
Asia
|
|
|
262,743
|
|
|
119,359
|
|
|
324,672
|
|
|
Europe
|
|
|
1,857,294
|
|
|
525,633
|
|
|
58,296
|
|
|
North
America
|
|
|
461,889
|
|
|
212,315
|
|
|
71,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,127,170
|
|
|
4,770,651
|
|
|
2,903,047
|
|
(c)
Exhibits:
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
|
|
2.1
|
|
Share
Exchange Agreement, dated as of October 20, 2007, by and among the
Registrant, Hong Kong Highpower Technology Company Limited and all
of the
shareholders of Hong Kong Highpower Technology Company Limited.
|
|
|
|
|
|
3.1
|
|
Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to the
Registration Statement on Form 10-SB (File No. 000-52103) filed with
the
Securities and Exchange Commission on July 5, 2006).
|
|
|
|
|
|
3.2
|
|
Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration Statement
on Form 10-SB (File No. 000-52103) filed with the Securities and
Exchange
Commission on July 5, 2006).
|
|
|
|
|
|
3.3
|
|
Articles
of Merger Effecting Name Change.
|
|
|
|
|
|
10.1
|
|
Form
of Subscription Agreement.
|
|
|
|
|
|
10.2*
|
|
Consumer
Battery License Agreement, dated as of May 14, 2004, by and between
Shenzhen Highpower Technology Co., Ltd and Ovonic Battery Company,
Inc.,
amended as of August 8, 2007.
|
|
|
|
|
|
10.3
|
|
Loan
Contract dated as of February 5, 2007 by and between Dang Yu Pan
and
various shareholders of Hong Kong Highpower Technology Company Limited
(translated to English).
|
|
|
|
|
|
10.4
|
|
State-owned
Land Use Rights Grant Contract No. 441302 - B - 112 dated as of May
23,
2007, by and between the Land and Resources Bureau of Huizhou City,
Guangdong Province and Shenzhen Highpower Technology Co., Ltd. (translated
to English).
|
|
|
|
|
|
10.5
|
|
Bank
Credit Line dated August 17, 2007 by and between DBS Bank (China)
Limited Company Shenzhen Branch and Shenzhen Highpower Technology
Co.,
Ltd. (translated to English).
|
|
|
|
|
|
10.6
|
|
Commercial
Acceptance Bill Discount Quotation Agreement dated as of June 18,
2007 by
and between Shenzhen Development Bank Shenzhen Ai Guo Road Branch
and
Shenzhen Highpower Technology Co., Ltd. (translated to
English).
|
|
|
|
|
|
10.7
|
|
Facility
Quotation Agreement dated as of September 18, 2007 by and between
Shanghai
Pudong Development Bank Shenzhen Long Hua Branch and Shenzhen Highpower
Technology Co., Ltd. (translated to English).
|
|
|
|
|
|
16.1
|
|
Letter
from AJ. Robbins, PC to the Securities and Exchange Commission dated
November 2, 2007.
|
|
|
|
|
|
21.1
|
|
List
of Subsidiaries.
|
|
*
|
The
Registrant has applied with the Secretary of the Securities and
Exchange
Commission for confidential treatment of certain information pursuant
to
Rule 24b-2 of the Securities Exchange Act of 1934. The Registrant
has filed separately with its application a copy of the exhibit
including
all confidential portions, which may be made available for public
inspection pending the Commission’s review of the application in
accordance with Rule 24b-2.
|
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 hereunto
duly authorized.
|
|
Hong
Kong Highpower Technology, Inc.
|
|
|
|
|
|
Dated:
November 2, 2007
|
|
/s/
Dang Yu Pan
|
|
|
By:
|
Dang
Yu Pan
|
|
|
Its:
|
Chairman
of the Board and Chief Executive
Officer
|
EXHIBIT
INDEX
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
|
|
2.1
|
|
Share
Exchange Agreement, dated as of October 20, 2007, by and among
the
Registrant, Hong Kong Highpower Technology Company Limited and
all of the
shareholders of Hong Kong Highpower Technology Company Limited.
|
|
|
|
|
|
3.1
|
|
Certificate
of Incorporation (incorporated by reference from Exhibit 3.1 to
the
Registration Statement on Form 10-SB (File No. 000-52103) filed
with the
Securities and Exchange Commission on July 5, 2006).
|
|
|
|
|
|
3.2
|
|
Bylaws
(incorporated by reference from Exhibit 3.2 to the Registration
Statement
on Form 10-SB (File No. 000-52103) filed with the Securities and
Exchange
Commission on July 5, 2006).
|
|
|
|
|
|
3.3
|
|
Articles
of Merger Effecting Name Change.
|
|
|
|
|
|
10.1
|
|
Form
of Subscription Agreement.
|
|
|
|
|
|
10.2*
|
|
Consumer
Battery License Agreement, dated as of May 14, 2004, by and between
Shenzhen Highpower Technology Co., Ltd and Ovonic Battery Company,
Inc.,
amended as of August 8, 2007.
|
|
|
|
|
|
10.3
|
|
Loan
Contract dated as of February 5, 2007 by and between Dang Yu Pan
and
various shareholders of Hong Kong Highpower Technology Company
Limited
(translated to English).
|
|
|
|
|
|
10.4
|
|
State-owned
Land Use Rights Grant Contract No. 441302 - B - 112 dated as of
May 23,
2007, by and between the Land and Resources Bureau of Huizhou City,
Guangdong Province and Shenzhen Highpower Technology Co., Ltd.
(translated
to English).
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10.5
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Bank
Credit Line dated August 17, 2007 by and between DBS Bank (China)
Limited Company Shenzhen Branch and Shenzhen Highpower Technology
Co.,
Ltd. (translated to English).
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10.6
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Commercial
Acceptance Bill Discount Quotation Agreement dated as of June 18,
2007 by
and between Shenzhen Development Bank Shenzhen Ai Guo Road Branch
and
Shenzhen Highpower Technology Co., Ltd. (translated to
English).
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10.7
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Facility
Quotation Agreement dated as of September 18, 2007 by and between
Shanghai
Pudong Development Bank Shenzhen Long Hua Branch and Shenzhen Highpower
Technology Co., Ltd. (translated to English).
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16.1
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Letter
from AJ. Robbins, PC to the Securities and Exchange Commission
dated
November 2, 2007.
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21.1
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List
of Subsidiaries.
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*
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The
Registrant has applied with the Secretary of the Securities and
Exchange
Commission for confidential treatment of certain information
pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934. The Registrant
has filed separately with its application a copy of the exhibit
including
all confidential portions, which may be made available for public
inspection pending the Commission’s review of the application in
accordance with Rule
24b-2.
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EXHIBIT
2.1
SHARE
EXCHANGE AGREEMENT
THIS
SHARE EXCHANGE AGREEMENT, dated as of the 20th day of October, 2007 (the
“
Agreement
”),
by
and among SRKP 11, Inc., a Delaware corporation (the “
Company
”);
Hong
Kong Highpower Technology Company Ltd., a Hong Kong corporation (“
Highpower
”);
and
all of the shareholders of Highpower, each of whom has executed a counterpart
signature page to this Agreement (each, a “
Shareholder
”
and
collectively, the “
Shareholders
”).
The
Company, Highpower and the Shareholders are collectively referred to herein
as
the “
Parties
”.
WITNESSETH:
WHEREAS,
the Shareholders own all of the issued and outstanding shares of the capital
of
Highpower (the “
Highpower
Shares
”)
which
in turn is the parent of
Shenzhen
Highpower Technology Company Limited, a company organized under the laws of
the
People’s Republic of China (the “
Subsidiary
”)
.
WHEREAS,
the Company desires to acquire from Shareholders, and Shareholders desire to
sell to the Company, the Highpower Shares in exchange for the issuance by the
Company of an aggregate of 14,798,328 shares (the “
Company
Shares
”)
of the
Company’s common stock, $0.001 par value (“
Common
Stock
”)
to the
Shareholders and/or their designees on the terms and conditions set forth herein
(the “
Exchange
”).
WHEREAS,
after giving effect to the Exchange, the Share Cancellation, and Equity
Financing as described herein, there will be approximately 20,478,090 shares
of
Company Common Stock issued and outstanding.
WHEREAS,
the Parties intend, by executing this Agreement, to implement a tax-deferred
exchange of property governed by Section 351 of the United States Internal
Revenue Code of 1986, as amended (the “
Code
”).
NOW,
THEREFORE, in consideration, of the promises and of the mutual representations,
warranties and agreements set forth herein, the Parties hereto agree as
follows:
ARTICLE
I
THE
EXCHANGE
1.1
The
Exchange
.
Subject
to the terms and conditions of this Agreement, on the Closing Date (as
hereinafter defined):
(a)
the
Company shall issue and deliver to the Shareholders and/or their designees
the
number of authorized but unissued shares of Company Common Stock set forth
opposite their and/or their designee’s names set forth on
Schedule
I
hereto
or pursuant to separate instructions to be delivered prior to Closing,
and
(b)
the
Shareholders agree to deliver to the Company duly endorsed certificates
representing the Highpower Shares.
1.2
Time
and Place of Closing
.
The
closing of the transactions contemplated hereby (the “
Closing
”)
shall
take place at the offices of Kirkpatrick & Lockhart Preston Gates Ellis LLP,
or at such place and time as mutually agreed upon by the Parties hereto. The
date upon which the Closing occurs is defined as the “
Closing
Date
.”
1.3
Effective
Time
.
The
Exchange shall become effective (the “
Effective
Time
”)
at
such time as all of the conditions to set forth in
Article
VII
hereof
have been satisfied or waived by the Parties hereto.
1.4
Tax
Consequences
.
It is
intended by the Parties hereto that for United States income tax purposes,
the
contribution and transfer of the Highpower Shares by the Shareholders to the
Company in exchange for Company Shares constitutes a tax-deferred exchange
within the meaning of Section 351 of the Code.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to Highpower and the Shareholders that now
and/or as of the Closing:
2.1
Due
Organization and Qualification; Due Authorization.
(a)
The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, with full corporate power
and
authority to own, lease and operate its respective business and properties
and
to carry on its business in the places and in the manner as presently conducted
or proposed to be conducted. The Company is in good standing as a foreign
corporation in each jurisdiction in which the properties owned, leased or
operated, or the business conducted, by it requires such qualification except
for any such failure, which when taken together with all other failures, is
not
likely to have a material adverse effect on the business of the
Company.
(b)
The
Company does not own, directly or indirectly, any capital stock, equity or
interest in any corporation, firm, partnership, joint venture or other
entity.
(c)
The
Company has all requisite corporate power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. The Company has taken all corporate action necessary for the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, and this Agreement constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as may be affected by bankruptcy, insolvency, moratoria or
other similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore
may
be brought, equitable remedies is subject to the discretion of the court before
which any proce
eding
therefore may be brought.
2.2
No
Conflicts or Defaults
.
The
execution and delivery of this Agreement by the Company and the consummation
of
the transactions contemplated hereby do not and shall not (a) contravene the
Certificate of Incorporation or By-laws of the Company or (b) with or without
the giving of notice or the passage of time (i) violate, conflict with, or
result in a breach of, or a default or loss of rights under, any material
covenant, agreement, mortgage, indenture, lease, instrument, permit or license
to which the Company is a party or by which the Company is bound, or any
judgment, order or decree, or any law, rule or regulation to which the Company
is subject, (ii) result in the creation of, or give any party the right to
create, any lien, charge, encumbrance or any other right or adverse interest
(“
Liens
”)
upon
any of the assets of the Company, (iii) terminate or give any party the right
to
terminate, amend, abandon or refuse to perform, any material agreement,
arrangement or commitment to which the Company is a party or by which the
Company’s assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify, the time within which, or the terms under which,
the Company is to perform any duties or obligations or receive any rights or
benefits under any material agreement, arrangement or commitment to which it
is
a party.
2.3
Capitalization
.
The
authorized capital stock of the Company immediately prior to giving effect
to
the transactions contemplated hereby consists of 110,000,000 shares of which
100,000,000 have been designated as Company Common Stock and 10,000,000 shares
have been designed as preferred stock, $.0001 par value (“
Preferred
Stock
”).
As of
the date hereof, there are 5,400,000, shares of Company Common Stock issued
and
outstanding and no shares of Preferred Stock outstanding. All of the outstanding
shares of Company Common Stock are, and the Company Shares when issued in
accordance with the terms hereof, will be, duly authorized, validly issued,
fully paid and nonassessable, and have not been or, with respect to the Company
Shares will not be issued in violation of any preemptive right of stockholders.
There is no outstanding voting trust agreement or other contract, agreement,
arrangement, option, warrant, call, commitment or other right of any character
obligating or entitling the Company to issue, sell, redeem or repurchase any
of
its securities, and there is no outstanding security of any kind convertible
into or exchangeable for Company Common Stock. The Company has not granted
re
gistration
rights to any person.
2.4
Financial
Statements
.
The
Company has provided Highpower and the Shareholders copies of the (i) balance
sheet of the Company at December 31, 2006, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period from
May 24, 2005 (inception) to December 31, 2006, including the notes thereto,
as
audited by A.J. Robbins, PC, independent registered public accounting firm
and
(ii) balance sheet of the Company at June 30, 2007, and the related statements
of operations, and cash flows for the six month period then ended (the
“
Financial
Statements
”).
The
Financial Statements, together with the notes thereto, have been prepared in
accordance with U.S. generally accepted accounting principles applied on a
basis
consistent throughout all periods presented. The Financial Statements present
fairly the financial position of the Company as of the dates and for the periods
indicated. The books of account and other financial records of the Company
have
been maintained in accordance with good b
usiness
practices.
2.5
No
Assets or Liabilities
.
As of
the Closing, the Company shall have no more than $30,000 in liabilities. Except
for the foregoing or as set forth on the Financial Statements, the Company
does
not have any (a) assets of any kind or (b) liabilities or obligations, whether
secured or unsecured, accrued, determined, absolute or contingent, asserted
or
unasserted or otherwise.
2.6
Taxes
.
The
Company has filed all United States federal, state, county and local returns
and
reports which were required to be filed on or prior to the date hereof in
respect of all income, withholding, franchise, payroll, excise, property, sales,
use, value-added or other taxes or levies, imposts, duties, license and
registration fees, charges, assessments or withholdings of any nature whatsoever
(together, “
Taxes
”),
and
has paid all Taxes (and any related penalties, fines and interest) which have
become due pursuant to such returns or reports or pursuant to any assessment
which has become payable, or, to the extent its liability for any Taxes (and
any
related penalties, fines and interest) has not been fully discharged, the same
have been properly reflected as a liability on the books and records of the
Company and adequate reserves therefore have been established.
2.7
Indebtedness;
Contracts; No Defaults
.
The
Company has no material instruments, agreements, indentures, mortgages,
guarantees, notes, commitments, accommodations, letters of credit or other
arrangements or understandings, whether written or oral, to which the Company
is
a party.
2.8
Real
Property
.
The
Company does not own or lease any real property.
2.9
Compliance
with Law
.
The
Company is in compliance with all applicable federal, state, local and foreign
laws and regulations relating to the protection of the environment and human
health. There are no claims, notices, actions, suits, hearings, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened
against the Company that are based on or related to any environmental matters
or
the failure to have any required environmental permits, and there are no past
or
present conditions that the Company has reason to believe are likely to give
rise to any material liability or other obligations of the Company under any
environmental laws.
2.10
Permits
and Licenses
.
The
Company has all certificates of occupancy, rights, permits, certificates,
licenses, franchises, approvals and other authorizations as are reasonably
necessary to conduct its respective business and to own, lease, use, operate
and
occupy its assets, at the places and in the manner now conducted and operated,
except those the absence of which would not materially adversely affect its
respective business.
2.11
Litigation
.
There
is no claim, dispute, action, suit, proceeding or investigation pending or,
to
the knowledge of the Company, threatened, against or affecting the business
of
the Company, or challenging the validity or propriety of the transactions
contemplated by this Agreement, at law or in equity or admiralty or before
any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality, nor to the knowledge of the Company, has any
such
claim, dispute, action, suit, proceeding or investigation been pending or
threatened, during the twelve month period preceding the date hereof. There
is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting the business of the Company. The Company has not received any written
or verbal inquiry from any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality concerning the possible
violation of any law, rule or regulation or any matter disclosed in respect
of
its business.
2.12
Insurance
.
The
Company does not currently maintain any form of insurance.
2.13
Patents;
Trademarks and Intellectual Property Rights
.
The
Company does not own or possess any patents, trademarks, service marks, trade
names, copyrights, trade secrets, licenses, information, Internet web site(s)
or
proprietary rights of any nature.
2.14
Securities
Law Compliance
.
The
Company has complied with all of the applicable requirements of the Securities
Exchange Act of 1934, as amended (the “
Exchange
Act
”)
and
the Securities Act of 1933, as amended (the “
Securities
Act
”),
and
has complied with all applicable blue sky laws.
2.15
Conflict
of Interest
.
The
Company acknowledges that it is aware and understands the facts and
circumstances of the Conflicts of Interest, as defined in
Section
3.7
,
that
may, individually and in the aggregate, create a Conflict of Interest. The
Company hereby waives each and all of the Conflicts of Interest, in addition
to
any other conflicts of interest that may arise may exist or arise by virtue
of
the Conflicts of Interest and acknowledges that it has carefully read this
Agreement, that it is consistent with the terms previously negotiated by the
parties, and understands that it is free at any time to obtain independent
counsel for further guidance.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF
HIGHPOWER
Highpower
represents and warrants to the Company that now and/or as of the
Closing:
3.1
Due
Organization and Qualification; Subsidiary, Due Authorization
.
(a)
Highpower
is a corporation duly incorporated, validly existing and in good standing under
the laws of Hong Kong, with full corporate power and authority to own, lease
and
operate its business and properties and to carry on its business in the places
and in the manner as presently conducted or proposed to be conducted. Highpower
is in good standing as a foreign corporation in each jurisdiction in which
the
properties owned, leased or operated, or the business conducted, by it requires
such qualification except for any such failure, which when taken together with
all other failures, is not likely to have a material adverse effect on the
business of Highpower.
(b)
Highpower
does not own, directly or indirectly, any capital stock, equity or interest
in
any corporation, firm, partnership, joint venture or other entity, other than
the
Subsidiary
.
The
Subsidiary is wholly owned by Highpower, free and clear of all liens. There
is
no contract, agreement, arrangement, option, warrant, call, commitment or other
right of any character obligating or entitling Highpower to issue, sell, redeem
or repurchase any of its securities, and there is no outstanding security of
any
kind convertible into or exchangeable for securities of Highpower or the
Subsidiary.
(c)
Highpower
has all requisite power and authority to execute and deliver this Agreement,
and
to consummate the transactions contemplated hereby and thereby. Highpower has
taken all corporate action necessary for the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, and
this
Agreement constitutes the valid and binding obligation of Highpower, enforceable
against Highpower in accordance with its terms, except as may be affected by
bankruptcy, insolvency, moratoria or other similar laws affecting the
enforcement of creditors’ rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the
court
before which any proceeding therefore may be brought.
3.2
No
Conflicts or Defaults
.
The
execution and delivery of this Agreement by Highpower and the consummation
of
the transactions contemplated hereby do not and shall not (a) contravene the
governing documents of Highpower or the Subsidiary, or (b) with or without
the
giving of notice or the passage of time, (i) violate, conflict with, or result
in a breach of, or a default or loss of rights under, any material covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which
Highpower or the Subsidiary is a party or by which Highpower or the Subsidiary
or any of their respective assets are bound, or any judgment, order or decree,
or any law, rule or regulation to which their assets are subject, (ii) result
in
the creation of, or give any party the right to create, any lien upon any of
the
assets of Highpower or the Subsidiary, (iii) terminate or give any party the
right to terminate, amend, abandon or refuse to perform any material agreement,
arrangement or commitment to which Highpower is a party or by which Highpower
or
any of its assets are bound, or (iv) accelerate or modify, or give any party
the
right to accelerate or modify, the time within which, or the terms under which
Highpower is to perform any duties or obligations or receive any rights or
benefits under any material agreement, arrangement or commitment to which it
is
a party.
3.3
Capitalization
.
The
authorized capital stock of Highpower immediately prior to giving effect to
the
transactions contemplated hereby consists of 500,000 ordinary shares, of which,
as of the date hereof, there were 500,000 shares issued and outstanding. Except
as set forth herein, all of the outstanding shares of Highpower are duly
authorized, validly issued, fully paid and nonassessable, and have not been
or,
with respect to Highpower Shares, will not be transferred in violation of any
rights of third parties. The Highpower Shares are not subject to any preemptive
or subscription right, any voting trust agreement or other contract, agreement,
arrangement, option, warrant, call, commitment or other right of any character
obligating or entitling Highpower to issue, sell, redeem or repurchase any
of
its securities that will survive Closing and there is no outstanding security
of
any kind convertible into or exchangeable for common shares. Other than the
loan
agreements dated February 2, 2007 between Pan Dangyu and each of the
Shareholders listed on Schedule II attached hereto (except Ma Wenwei, Li
Wenliang, Li Kai Man, Wang Lihua, Li Xiangbing and Advance Pride International
Limited) whereby such Shareholders have (i) agreed to transfer their respective
Highpower Shares to Pan Dangyu for repayment of any unpaid loan owing to Pan
Dangyu when due, (ii) agreed not to dispose of their respective Highpower Shares
before the loan is repaid in full, (iii) granted Pan Dangyu a pre-emptive right
to purchase their respective Highpower Shares, (iv) authorized Pan Dangyu to
receive dividends on their respective Highpower Shares for repayment of the
loan, and (v) authorized Pan Dangyu to exercise the voting rights in respect
of
their respective Highpower Shares until the loan is repaid in full (the
Loan
Agreements
”),
all
of the Highpower Shares are owned of record and beneficially by the Shareholders
and free and clear of any liens, claims, encumbrances, or restrictions of any
kind.
3.4
Taxes
.
Highpower has filed all returns and reports which were required to be filed
on
or prior to the date hereof, and has paid all Taxes (and any related penalties,
fines and interest) which have become due pursuant to such returns or reports
or
pursuant to any assessment which has become payable, or, to the extent its
liability for any Taxes (and any related penalties, fines and interest) has
not
been fully discharged, the same have been properly reflected as a liability
on
the books and records of Highpower and adequate reserves therefore have been
established. All such returns and reports filed on or prior to the date hereof
have been properly prepared and are true, correct (and to the extent such
returns reflect judgments made by Highpower such judgments were reasonable
under
the circumstances) and complete in all material respects. No extension for
the
filing of any such return or report is currently in effect. No tax return or
tax
return liability of Highpower has been audited or, presently under audit. All
taxes and any penalties, fines and interest which have been asserted to be
payable as a result of any audits have been paid. Highpower has not given or
been requested to give waivers of any statute of limitations relating to the
payment of any Taxes (or any related penalties, fines and interest). There
are
no claims pending for past due Taxes. All payments for withholding taxes,
unemployment insurance and other amounts required to be paid for periods prior
to the date hereof to any governmental authority in respect of employment
obligations of Highpower have been paid or shall be paid prior to the Closing
and have been duly provided for on the books and records of Highpower and in
the
Highpower Financial Statements.
3.5
Compliance
with Law
.
Except
as specified in Item 3.5 of the Disclosure Schedule, Highpower and the
Subsidiary are conducting their respective businesses in material compliance
with all applicable law, ordinance, rule, regulation, court or administrative
order, decree or process, or any requirement of insurance carriers material
to
its business. Except as specified in Item 3.5 of the Disclosure Schedule,
neither Highpower nor the Subsidiary has received any notice of violation or
claimed violation of any such law, ordinance, rule, regulation, order, decree,
process or requirement.
3.6
Litigation
.
(a)
There
is
no claim, dispute, action, suit, proceeding or investigation pending or
threatened, against or affecting Highpower or the Subsidiary or challenging
the
validity or propriety of the transactions contemplated by this Agreement, at
law
or in equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, has any
such claim, dispute, action, suit, proceeding or investigation been pending
or
threatened, during the 12-month period preceding the date hereof, as specified
in
Item
3.6
of the
Disclosure Schedule;
(b)
there
is
no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
of any court, arbitrator or federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, against or materially
affecting Highpower or the Subsidiary; and
(c)
neither
Highpower nor the Subsidiary has received any written or verbal inquiry from
any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality concerning the possible violation of any law,
rule
or regulation or any matter disclosed in respect of its business.
3.7
Conflict
of Interest
.
Highpower and the Subsidiary each acknowledge that it is aware and understands
the following facts and circumstances that may, individually and in the
aggregate, create a conflict of interest: (i) WestPark Capital, Inc., an NASD
member (“
WestPark
”),
is
the placement agent for the Equity Financing and WestPark will be paid a
commission of the gross proceeds from the Equity Financing for its services;
(ii) Richard Rappaport, who is the founder, Chief Executive, and President
and
indirectly holds a 100% interest in WestPark, is also the President, a Director
and a controlling stockholder of the Company beneficially holding approximately
36% of the Company’s Common Stock (prior to the Share Exchange); (iii) Anthony
C. Pintsopoulos, who is the President and Chief Financial Officer of WestPark,
is also the Secretary, Chief Financial Officer, and a Director and a controlling
stockholder of the Company beneficially holding approximately 15% of the
Company’s Common Stock (prior to the Share Exchange); (iv) Debbie Schwartzberg
is a noteholder of the parent company of WestPark, which entitles her to a
1.5%
interest in the net profits of the parent company of WestPark, and is also
a
controlling stockholder of the Company beneficially holding approximately 36%
of
the Company’s outstanding Common Stock (prior to the Share Exchange); (v) Kevin
DePrimio, who is the Vice President of Corporate Finance of WestPark, is a
controlling stockholder of the Company beneficially holding approximately 2%
of
the Company’s Common Stock (prior to the Share Exchange); and (vi) Jason Stern,
who is an employee of WestPark, is a controlling stockholder of the Company
beneficially holding approximately 1% of the Company’s outstanding Common Stock
(prior to the Share Exchange); ((i) through (vi) in this Section are herein
referred to as, the “
Conflicts
of Interest
”).
Highpower hereby waives each and all of the Conflicts of Interest, in addition
to any other conflicts of interest that may arise, may exist or arise by virtue
of the Conflicts of Interest and acknowledges that it has carefully read this
Agreement, that it is consistent with the terms previously negotiated by the
parties, and understands that it is free at any time to obtain independent
counsel for further guidance.
ARTICLE
IV
REPRESENTATION
AND WARRANTIES OF THE
SHAREHOLDERS
The
Shareholders hereby represent and warrant to the Company that now and/or as
of
the Closing:
4.1
Title
to Shares
.
Each of
the Shareholders is the legal and, except for the Loan Agreements, beneficial
owner of the Highpower Shares to be transferred to the Company by such
Shareholders as set forth opposite each Shareholder’s name in
Schedule
II
hereto,
and upon consummation of the exchange contemplated herein, the Company will
acquire from each of the Shareholders good and marketable title to the Highpower
Shares, free and clear of all liens excepting only such restrictions hereunder
upon future transfers by the Company, if any, as may be imposed by applicable
law. The information set forth on
Schedule II
with
respect to each Shareholder is accurate and complete.
4.2
Due
Authorization
.
Each of
the Shareholders has all requisite power and authority to execute and deliver
this Agreement, and to consummate the transactions contemplated hereby and
thereby. This Agreement constitutes the valid and binding obligation of each
of
the Shareholders, enforceable against such Shareholders in accordance with
its
terms, except as may be affected by bankruptcy, insolvency, moratoria or other
similar laws affecting the enforcement of creditors’ rights generally and
subject to the qualification that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding therefore
may
be brought.
4.3
Purchase
for Investment
.
(a)
Each
Shareholder is acquiring the Company Shares for investment for such
Shareholder’s own account and not as a nominee or agent, and not with a view to
the resale or distribution of any part thereof, and each Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same. Each Shareholder further represents that, except for
the
Loan Agreements which subsequent to the Closing apply to the Company Shares
acquired by the Shareholders, he, she or it does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or
grant
participation to such person or to any third person, with respect to any of
the
Company Shares.
(b)
Each
Shareholder understands that the Company Shares are not registered under the
Act
on the ground that the sale and the issuance of securities hereunder is exempt
from registration under the Act pursuant to Section 4(2) thereof, and that
the
Company’s reliance on such exemption is predicated on the each Shareholder’s
representations set forth herein.
4.4
Investment
Experience
.
Each
Shareholder acknowledges that he, she or it can bear the economic risk of his,
her or its investment, and has such knowledge and experience in financial and
business matters that he, she or it is capable of evaluating the merits and
risks of the investment in the Company Shares.
4.5
Information
.
Each
Shareholder has carefully reviewed such information as such he, she or it deemed
necessary to evaluate an investment in the Company Shares. To the full
satisfaction of each Shareholder, he, she or it has been furnished all materials
that he, she or it has requested relating to the Company and the issuance of
the
Company Shares hereunder, and each Shareholder has been afforded the opportunity
to ask questions of representatives of the Company to obtain any information
necessary to verify the accuracy of any representations or information made
or
given to him, her or it. Notwithstanding the foregoing, nothing herein shall
derogate from or otherwise modify the representations and warranties of the
Company set forth in this Agreement, on which the Shareholders have relied
in
making an exchange of the Highpower Shares for the Company Shares.
4.6
Restricted
Securities
.
Each
Shareholder understands that the Company Shares may not be sold, transferred,
or
otherwise disposed of without registration under the Act or an exemption there
from, and that in the absence of an effective registration statement covering
the Company Shares or any available exemption from registration under the Act,
the Company Shares must be held indefinitely. Each Shareholder is aware that
the
Company Shares may not be sold pursuant to Rule 144 promulgated under the Act
unless all of the conditions of that Rule are met. Among the conditions for
use
of Rule 144 may be the availability of current information to the public about
the Company.
4.7
Exempt
Issuance
.
Each of
the Shareholders acknowledges that he, she or it must assure the Company that
the offer and sale of the Company Shares to such Shareholder qualifies for
an
exemption from the registration requirements imposed by the Securities Act
and
from applicable securities laws of any state of the United States. Each of
the
Shareholders agrees that he meets the criteria established in one or more of
subsections (a) or (b), below.
(a)
Accredited
Investor, Section 4(2) of the Securities Act and/or Rule 506 of Regulation
D
.
The
Shareholder qualifies as an “accredited investor”, as that term is defined in
Rule 501 of Regulation D, promulgated under the Securities
Act.
(b)
Offshore
Investor, Rule 903 of Regulation S
.
The
Shareholder is not a U.S. Person, as defined in Rule 901 of Regulation S,
promulgated under the Securities Act, and the Shareholder, severally but not
jointly, represents and warrants to the Company that:
(i)
The
Shareholder is not acquiring the Company Shares as a result of, and such
Shareholder covenants that he, she or it will not engage in any “directed
selling efforts” (as defined in Regulation S under the Securities Act) in
the United States in respect of the Company Shares which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Company Shares;
(ii)
The
Shareholder is not acquiring the Company Shares for the account or benefit
of,
directly or indirectly, any U.S. Person;
(iii)
The
Shareholder is a resident of the People’s Republic of China except Advance Pride
International Limited, which is a company incorporated in the British Virgin
Islands;
(iv)
the
offer
and the sale of the Company Shares to such Shareholder as contemplated in this
Agreement complies with or is exempt from the applicable securities legislation
of the People’s Republic of China;
(v)
the
Shareholder is outside the United States when receiving and executing this
Agreement and that the Shareholder will be outside the United States when
acquiring the Company Shares,
(vi)
and
the
Shareholder covenants with Company that:
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(1)
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offers
and sales of any of the Company Shares prior to the expiration of
a period
of one year after the date of original issuance of the Company Shares
(the
one year period hereinafter referred to as the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions
of the
Securities Act or an exemption therefrom, and that all offers and
sales
after the Distribution Compliance Period shall be made only in compliance
with the registration provisions of the Securities Act or an exemption
therefrom and in each case only in accordance with applicable state
securities laws; and
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(2)
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The
Shareholder will not engage in hedging transactions with respect
to the
Company Shares until after the expiration of the Distribution Compliance
Period.
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4.8
Conflict
of Interest
.
Each
Shareholder acknowledges that he, she or it is aware and understands the facts
and circumstances of the Conflicts of Interest, as defined in
Section
3.7
that
may,
individually and in the aggregate, create a conflict of interest. Each
Shareholder hereby waives each and all of the Conflicts of Interest, in addition
to any other conflicts of interest that may arise may exist or arise by virtue
of the Conflicts of Interest and acknowledges that he, she or it has carefully
read this Agreement, that it is consistent with the terms previously negotiated
by the Parties, and understands that he, she or it is free at any time to obtain
independent counsel for further guidance.
ARTICLE
V
COVENANTS
5.1
Further
Assurances
.
Each of
the Parties shall use its reasonable commercial efforts to proceed promptly
with
the transactions contemplated herein, to fulfill the conditions precedent for
such party’s benefit or to cause the same to be fulfilled and to execute such
further documents and other papers and perform such further acts as may be
reasonably required or desirable to carry out the provisions of this Agreement
and to consummate the transactions contemplated herein.
ARTICLE
VI
DELIVERIES
6.1
Items
to be delivered to the Shareholders prior to or at Closing by the
Company
.
(a)
Certificate
of Incorporation and amendments thereto, By-laws and amendments thereto, and
certificate of good standing of the Company in Delaware;
(b)
all
applicable schedules hereto;
(c)
all
minutes and resolutions of board of director and shareholder meetings in
possession of the Company;
(d)
shareholder
list;
(e)
all
financial statements and all tax returns in possession of the
Company;
(f)
resolution
from the Company’s Board appointing the designees of the Shareholder to the
Company’s Board of Directors;
(g)
resolution
from the Company’s Board, and if applicable, shareholder resolutions approving
this transaction and authorizing the issuances of the shares
hereto;
(h)
letters
of resignation from the Company’s current officers and directors to be effective
upon Closing and after the appointments described in this section;
(i)
certificates
representing the shares of the Company Shares issued in the denominations set
forth opposite the names of the Shareholders and/or their designees on
Schedule
I
to this
Agreement; and
(j)
any
other
document reasonably requested by the Shareholders that he, she or it deems
necessary for the consummation of this transaction.
6.2
Items
to be delivered to the Company prior to or at Closing by Highpower and the
Shareholders
.
(a)
all
applicable schedules hereto;
(b)
instructions
from Highpower appointing its designees to the Company’s Board of
Directors;
(c)
share
certificates and duly executed instruments of transfer and bought and sold
notes
from the Shareholders transferring the Highpower Shares to the
Company;
(d)
resolutions
from the Board of Directors of Highpower, if applicable, and shareholder
resolutions approving the transactions contemplated hereby
(e)
payment
of all liabilities of the Company of up to $25,000 directly out of the proceeds
of the Equity Financing (as defined in Section 7.1(f) herein) to the appropriate
creditors of the company which shall include indebtedness owed to Company
shareholders and fees owing to Company lawyers, accountants and similar parties;
and
(f)
any
other
document reasonably requested by the Company that it deems necessary for the
consummation of this transaction.
ARTICLE
VII
CONDITIONS
PRECEDE
NT
7.1
Conditions
Precedent to Closing
.
The
obligations of the Parties under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following
conditions:
(a)
That
each
of the r
epresentations
and warranties of the Parties contained herein shall be true and correct at
the
time of the Closing Date as if such representations and warranties were made
at
such time except for changes permitted or contemplated by this
Agreement;
(b)
That
the
Parties shall have performed or complied with all agreements, terms and
conditions required by this Agreement to be performed or complied with by them
prior to or at the time of the Closing;
(c)
That
Highpower shall have received, and provided a copy to the Company, an opinion
of
the Zhong Lun Law Firm
,
Highpower’s counsel in the People’s Republic of China, substantially in the form
attached hereto as
Exhibit
A
;
(d)
The
Company shall have cancelled 2,556,602 shares of Common Stock owned by certain
of the Company’s original stockholders (the “
Share
Cancellation
”)
as set
forth on
Schedule
III
;
(e)
That
the
Company shall have engaged a public relations firm prior to Closing that is
mutually acceptable to the Company and Highpower; and
(f)
The
Company shall have concluded an equity financing of at least $2,500,000 at
the
time of Closing (the “
Equity
Financing
”).
7.2
Conditions
to Obligations of Shareholder
s
.
The
obligations of Shareholders shall be subject to fulfillment prior to or at
the
Closing, of each of the following conditions:
(a)
The
Company shall have received all of the regulatory, shareholder and other third
party consents, permits, approvals and authorizations necessary to consummate
the transactions contemplated by this Agreement; and
(b)
The
Company shall have complied with Rule 14(f)(1) of the Exchange Act, if
required.
(c)
To
the
extent that the liabilities of the company exceed $25,000 as of the Closing,
the
Company shareholders shall have satisfied and paid such excess liabilities
in
full.
7.3
Conditions
to Obligations of the Company
.
The
obligations of the Company shall be subject to fulfillment at or prior to or
at
the Closing, of each of the following conditions:
(a)
Highpower
and the Shareholders shall have received all of the regulatory, shareholder
and
other third party consents, permits, approvals and authorizations necessary
to
consummate the transactions contemplated by this Agreement; and
(b)
The
Shareholders shall have delivered to the Company the share certificates and
duly
executed instruments of transfer and bought and sold notes from the Shareholders
transferring the Highpower Shares to the Company.
(c)
All
liabilities of the Company up to $25,000 shall be paid directly out of the
proceeds of the Equity Financing to the appropriate creditors, which shall
include indebtedness owed to the Company shareholders and fees owing to lawyers,
accountants and similar parties.
ARTICLE
VIII
TERMINATION
8.1
Termination
.
This
Agreement may be terminated at any time before or, at Closing, by:
(a)
The
mutual agreement of the Parties;
(b)
Any
party
if-
(i)
Any
provision of this Agreement applicable to a party shall be materially untrue
or
fail to be accomplished; or
(ii)
Any
legal
proceeding shall have been instituted or shall be imminently threatening to
delay, restrain or prevent the consummation of this Agreement;
(c)
Upon
termination of this Agreement for any reason, in accordance with the terms
and
conditions set forth in this paragraph, each said party shall bear all costs
and
expenses as each party has incurred.
ARTICLE
IX
COVENANTS
SUBSEQUENT TO CLOSING
9.1
Registration
Rights
.
The
Company shall file, within thirty (30) days after the Closing and at its
expense, with the U.S. Securities and Exchange Commission (the “
Commission
”)
a
registration statement (the “
Initial
Registration Statement
”)
covering the resale of Common Shares held by those persons (and/or their
designees) that are shareholders of the Company immediately prior to the Closing
(“
Pre-Existing
Shareholders
”),
provided
that
,
however, the Company shall not be required to register the Common Shares held
by
such shareholders who are affiliates of WestPark Capital, Inc. (“
WestPark
Affiliates
”),
as
specified in
Item
10.1
of the
Disclosure Schedules
,
who
shall instead receive registration rights to require the Company to file a
registration statement (the “
Second
Registration Statement
”)
to
register such Common Shares within ten (10) days following the end of the six
(6) month period that immediately follows the date on which the Company files
Initial Registration Statement with the Commission. The Company shall enter
into
a Registration Rights Agreement acceptable to the WestPark Affiliates with
respect to rights described in this
Section
9.1
.
In the
event the Second Registration Statement is not timely filed to register the
shares held by the WestPark Affiliates, or if the Second Registration Statement
is not timely declared effective by the Commission, as described in the
Registration Rights Agreement, the Company shall issue to such holders penalty
shares (the “
Penalty
Shares
”)
equal
to one percent (1%) of the shares on a monthly basis until the Second
Registration Statement is filed with or declared effective by the Commission,
as
applicable. However, no Penalty Shares shall be due to the WestPark Affiliates
if the Company is using best efforts to cause the Second Registration Statement
to be filed and declared effective in a timely manner.
9.2
AMEX
Listing
.
The
Company shall take reasonable efforts to cause the Company’s securities to be
listed on the American Stock Exchange as soon as practicable after the
Closing.
ARTICLE
X
MISCELLANEOUS
10.1
Survival
of Representations, Warranties and Agreements
.
Each of
the Parties hereto is executing and carrying out the provisions of this
Agreement in reliance upon the representations, warranties and covenants and
agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made
or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically
set
forth herein. Except as specifically set forth in this Agreement,
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall
not
survive the Closing Date, and no claims made by virtue of such representations,
warranties, agreements and covenants shall be made or commenced by any party
hereto from and after the Closing Date.
10.2
Access
to Books and Records
.
During
the course of this transaction through Closing, each party agrees to make
available for inspection all corporate books, records and assets, and otherwise
afford to each other and their respective representatives, reasonable access
to
all documentation and other information concerning the business, financial
and
legal conditions of each other for the purpose of conducting a due diligence
investigation thereof. Such due diligence investigation shall be for the purpose
of satisfying each party as to the business, financial and legal condition
of
each other for the purpose of determining the desirability of consummating
the
proposed transaction. The Parties further agree to keep confidential and not
use
for their own benefit, except in accordance with this Agreement any information
or documentation obtained in connection with any such
investigation.
10.3
Further
Assurances
.
If, at
any time after the Closing, the parties shall consider or be advised that any
further deeds, assignments or assurances in law or that any other things are
necessary, desirable or proper to complete the merger in accordance with the
terms of this agreement or to vest, perfect or confirm, of record or otherwise,
the title to any property or rights of the parties hereto, the Parties agree
that their proper officers and directors shall execute and deliver all such
proper deeds, assignments and assurances in law and do all things necessary,
desirable or proper to vest, perfect or confirm title to such property or rights
and otherwise to carry out the purpose of this Agreement, and that the proper
officers and directors the parties are fully authorized to take any and all
such
action.
10.4
Notice
.
All
communications, notices, requests, consents or demands given or required under
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered to, or received by prepaid registered or certified mail or
recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or
facsimile number as may be furnished by such party by notice in the manner
provided herein:
Attention:
If
to the
Shareholders and Highpower:
Hong
Kong
Highpower Technology Company Limited
c/o
Shenzhen Highpower Technology Co., Ltd.
Bldg
A1,
A2 Luoshan Industrial Zone Shanxia,
Pinghu,
Longgang, Shenzhen, Guangdong
China
518111
Attention:
Mr. George Pan
With
a copy to:
Kirkpatrick
& Lockhart Preston Gates Ellis LLP
10100
Santa Monica Blvd., Seventh Floor
Los
Angeles, California 90067
Attn:
Thomas J. Poletti, Esq.
Fax.:
(310) 552-5001
If
to the
Company:
SRKP
11,
Inc.
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
Attn:
Richard Rappaport
Fax:
(310) 843-9304
10.5
Entire
Agreement
.
This
Agreement, the Disclosure Schedules and any instruments and agreements to be
executed pursuant to this Agreement, sets forth the entire understanding of
the
Parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous understandings with respect to its subject matter
and
may not be waived or modified, in whole or in part, except by a writing signed
by each of the Parties hereto. No waiver of any provision of this Agreement
in
any instance shall be deemed to be a waiver of the same or any other provision
in any other instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such
provision.
10.6
Successors
and Assigns
.
This
Agreement shall be binding upon, enforceable against and inure to the benefit
of, the parties hereto and their respective heirs, administrators, executors,
personal representatives, successors and assigns, and nothing herein is intended
to confer any right, remedy or benefit upon any other person. This Agreement
may
not be assigned by any party hereto except with the prior written consent of
the
other parties, which consent shall not be unreasonably withheld.
10.7
Governing
Law
.
This
Agreement shall in all respects be governed by and construed in accordance
with
the laws of the State of Delaware are applicable to agreements made and fully
to
be performed in such state, without giving effect to conflicts of law
principles.
10.8
Counterparts
.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same
instrument.
10.9
Construction
.
Headings contained in this Agreement are for convenience only and shall not
be
used in the interpretation of this Agreement. References herein to Articles,
Sections and Exhibits are to the articles, sections and exhibits, respectively,
of this Agreement. The Disclosure Schedule is hereby incorporated herein by
reference and made a part of this Agreement. As used herein, the singular
includes the plural, and the masculine, feminine and neuter gender each includes
the others where the context so indicates.
10.10
Severability
.
If any
provision of this Agreement is held to be invalid or unenforceable by a court
of
competent jurisdiction, this Agreement shall be interpreted and enforceable
as
if such provision were severed or limited, but only to the extent necessary
to
render such provision and this Agreement enforceable.
[
SIGNATURE
PAGE FOLLOWS
]
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
of
the date first set forth above.
SRKP
11, INC.
By
:
/s/ Richard
Rappaport
Name:
Richard
Rappaport
Title:
President
HONG
KONG HIGHPOWER TECHNOLOGY COMPANY LIMITED
By
:
/s/ Pan Dang Yu
Name:
Pan Dang
Yu
Title:
[
SIGNATURE
PAGES FOR SHAREHOLDERS FOLLOW
]
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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/s/
Pan Dangyu
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(Signature)
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Pan
Dangyu
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(Type
or print name)
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Pan
Dangyu
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
185,000
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
110,000
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
50,000
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
10,000
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
10,350
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
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Number
of Highpower Shares Held:
9,000
HONG
KONG
HIGHPOWER TECHNOLOGY COMPANY LIMITED
SHAREHOLDERS’
SIGNATURE PAGE TO
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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(Type
or print name as it should appear on certificate, if
different)
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|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
1,750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
800
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
800
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
800
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
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|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
3,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
5,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
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|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
1,750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
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|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
950
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
1,750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
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|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
5,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
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|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
5,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
5,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
|
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|
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|
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|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
800
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
1,750
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
2,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
20,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
|
|
|
Advance
Pride International
Limited
|
|
|
|
|
|
|
|
|
|
|
Advance
Pride International
Limited
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
P.O.
Box 957 Offshore Incorporation Centre, Road Town
Tortola,
British Virgin
Islands
|
|
|
|
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
20,000
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
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|
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|
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|
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|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
1,500
SHARE
EXCHANGE AGREEMENT
Dated
October __, 2007
Among
SRKP 11, Inc.,
Hong
Kong
Highpower Technology Company Limited, and
The
Shareholders of Hong Kong Highpower Technology Company Limited
The
undersigned Shareholder hereby executes and delivers the Share Exchange
Agreement (the “
Agreement
”)
to
which this Signature Page is attached, which, together with all counterparts
of
the Agreement and Signature Pages of the other parties named in said Agreement,
shall constitute one and the same document in accordance with the terms of
the
Agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Type
or print name as it should appear on certificate, if
different)
|
|
|
|
Address:
[
PERSONAL
ADDRESS]
Telephone:
(__
)
_________________
Facsimile:
(__
)
__________________
|
|
Number
of Highpower Shares Held:
30,000
EXHIBIT
A
FORM
OF OPINION LETTER
SCHEDULE
I
SHAREHOLDERS
AND COMPANY SHARES
|
Name
|
|
Number
of Company Shares
|
|
|
PAN
Dangyu (
潘党育
)
|
|
|
5,475,381
|
|
|
LI
Wenliang (
李文良
)
|
|
|
3,255,632
|
|
|
MA
Wenwei (
马文威
)
|
|
|
1,479,835
|
|
|
LI
Kai Man (
李啟文
)
|
|
|
295,967
|
|
|
QIU
Yuzhi (
邱瑜之
)
|
|
|
306,325
|
|
|
XIAO
Wenjia (
肖文佳
)
|
|
|
266,370
|
|
|
ZHONG
Cheng (
钟铖
)
|
|
|
51,794
|
|
|
GONG
Haiguan (
龚海官
)
|
|
|
23,677
|
|
|
WANG
Yuanfei (
王远飞
)
|
|
|
23,677
|
|
|
CHEN
Dong (
陈冬
)
|
|
|
23,677
|
|
|
QIU
Yu (
邱渝
)
|
|
|
88,790
|
|
|
LIU
Wenxin (
刘文新
)
|
|
|
73,992
|
|
|
KONG
Lingkun (
孔令坤
)
|
|
|
147,983
|
|
|
LIAO
Xingqun (
廖兴群
)
|
|
|
73,992
|
|
|
WEN
Heng (
温恒
)
|
|
|
73,992
|
|
|
GUO
Yujie (
郭玉杰
)
|
|
|
73,992
|
|
|
SU
Yangxiang (
苏养湘
)
|
|
|
14,798
|
|
|
HAN
Xiaohui (
韩晓辉
)
|
|
|
14,798
|
|
|
ZHANG
Dehui (
张德辉
)
|
|
|
73,992
|
|
|
GAN
Yongzhong (
甘永忠
)
|
|
|
51,794
|
|
|
ZHUO
Dagao (
卓达高
)
|
|
|
28,117
|
|
|
PU
Lixiang (
蒲立湘
)
|
|
|
51,794
|
|
|
HUANG
Renhua (
黄仁华
)
|
|
|
22,197
|
|
|
GU
Yongqiang (
郭勇强
)
|
|
|
22,197
|
|
|
PAN
Xiaoling (
潘小玲
)
|
|
|
147,983
|
|
|
TANG
Dongfang (
汤东方
)
|
|
|
147,983
|
|
|
YIN
Zhouhao (
尹周浩
)
|
|
|
147,983
|
|
|
LI
Xiangli (
李向丽
)
|
|
|
73,992
|
|
|
WU
Yue (
吴越
)
|
|
|
23,677
|
|
|
CHEN
Jiang (
陈江
)
|
|
|
51,794
|
|
|
TANG
Suiming (
唐岁明
)
|
|
|
73,992
|
|
|
WANG
Lihua (
王立华
)
|
|
|
443,950
|
|
|
WANG
Lihua (
王立华
)
|
|
|
147,983
|
|
|
Advance
Pride International Limited (
晉豪國際有限公司
)
|
|
|
591,933
|
|
|
XU
Jianbin (
许建滨
)
|
|
|
44,395
|
|
|
LI
Xiangbing
|
|
|
887,900
|
|
|
TOTAL
|
|
|
14,798,328
|
|
SCHEDULE
II
SHAREHOLDERS
AND HIGHPOWER SHARES
|
Name
|
|
Number
of Highpower Shares
|
|
|
PAN
Dangyu (
潘党育
)
|
|
|
185,000
|
|
|
LI
Wenliang (
李文良
)
|
|
|
110,000
|
|
|
MA
Wenwei (
马文威
)
|
|
|
50,000
|
|
|
LI
Kai Man (
李啟文
)
|
|
|
10,000
|
|
|
QIU
Yuzhi (
邱瑜之
)
|
|
|
10,350
|
|
|
XIAO
Wenjia (
肖文佳
)
|
|
|
9,000
|
|
|
ZHONG
Cheng (
钟铖
)
|
|
|
1,750
|
|
|
GONG
Haiguan (
龚海官
)
|
|
|
800
|
|
|
WANG
Yuanfei (
王远飞
)
|
|
|
800
|
|
|
CHEN
Dong (
陈冬
)
|
|
|
800
|
|
|
QIU
Yu (
邱渝
)
|
|
|
3,000
|
|
|
LIU
Wenxin (
刘文新
)
|
|
|
2,500
|
|
|
KONG
Lingkun (
孔令坤
)
|
|
|
5,000
|
|
|
LIAO
Xingqun (
廖兴群
)
|
|
|
2,500
|
|
|
WEN
Heng (
温恒
)
|
|
|
2,500
|
|
|
GUO
Yujie (
郭玉杰
)
|
|
|
2,500
|
|
|
SU
Yangxiang (
苏养湘
)
|
|
|
500
|
|
|
HAN
Xiaohui (
韩晓辉
)
|
|
|
500
|
|
|
ZHANG
Dehui (
张德辉
)
|
|
|
2,500
|
|
|
GAN
Yongzhong (
甘永忠
)
|
|
|
1,750
|
|
|
ZHUO
Dagao (
卓达高
)
|
|
|
950
|
|
|
PU
Lixiang (
蒲立湘
)
|
|
|
1,750
|
|
|
HUANG
Renhua (
黄仁华
)
|
|
|
750
|
|
|
GU
Yongqiang (
郭勇强
)
|
|
|
750
|
|
|
PAN
Xiaoling (
潘小玲
)
|
|
|
5,000
|
|
|
TANG
Dongfang (
汤东方
)
|
|
|
5,000
|
|
|
YIN
Zhouhao (
尹周浩
)
|
|
|
5,000
|
|
|
LI
Xiangli (
李向丽
)
|
|
|
2,500
|
|
|
WU
Yue (
吴越
)
|
|
|
800
|
|
|
CHEN
Jiang (
陈江
)
|
|
|
1,750
|
|
|
TANG
Suiming (
唐岁明
)
|
|
|
2,500
|
|
|
WANG
Lihua (
王立华
)
|
|
|
15,000
|
|
|
WANG
Lihua (
王立华
)
|
|
|
5,000
|
|
|
Advance
Pride International Limited (
晉豪國際有限公司
)
|
|
|
20,000
|
|
|
XU
Jianbin (
许建滨
)
|
|
|
1,500
|
|
|
LI
Xiangbing
|
|
|
30,000
|
|
|
TOTAL
|
|
|
500,000
|
|
SCHEDULE
III
SHARES
FOR CANCELLATION
|
Name
|
|
Number
of Shares to be Cancelled
|
|
|
Debbie
Schwartzberg
|
|
|
920,377
|
|
|
Richard
Rappaport
|
|
|
920,377
|
|
|
Glenn
Krinsky
|
|
|
127,830
|
|
|
Charles
Frisco
|
|
|
127,830
|
|
|
Tony
Pintsoupolos
|
|
|
383,490
|
|
|
Kevin
DePrimio
|
|
|
51,132
|
|
|
Jason
Stern
|
|
|
25,566
|
|
|
TOTAL
|
|
|
2,556,602
|
|
ITEM
3.5
COMPLIANCE
WITH LAW
The
environmental approval originally issued by the Shenzhen Environment Protection
Bureau Longgang Bureau on September 18, 2002 (No. Shen Long Huan Pi [2002]
71397) (“Environmental Approval”) expired on September 18, 2007. Neither the
Company nor the Subsidiary has acquired a renewed environmental
approval.
The
Company’s output of Nickel Metal Hydride rechargeable batteries during the years
2004, 2005, and 2006 and 2007 through August 31, 2007 exceeded the output limit
approved by the Environmental Approval.
The
Company has four plant premises that were not included in the Environmental
Approval.
The
Company does not believe that any of the foregoing will have a material adverse
impact on the Company’s business or operations.
ITEM
3.6
LITIGATION
On
August
20, 2007, the Subsidiary was named as a defendant, along with several other
defendants, in a lawsuit brought by plaintiff Energizer S.A. in the Southern
District of New York.
ITEM
10.1
WESTPARK
AFFILIATES
Richard
Rappaport
Anthony
C. Pintsopoulos
Kevin
DePrimio
Jason
Stern
EXHIBIT
3.3
CERTIFICATE
OF OWNERSHIP AND
MERGER
MERGING
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
INTO
SRKP
11, INC.
(Pursuant
to section 253 of the General Corporation Law of the state of
Delaware)
SRKP
11,
Inc., (the “Company”) a corporation organized and existing under the laws of the
state of Delaware, does hereby certify:
First:
That
this Company was incorporated on January 3, 2006 pursuant to the General
Corporation Law of the state of Delaware.
Second:
That
this Company owns all of the issued and outstanding shares of each class of
the
stock of Hong Kong Highpower Technology, Inc., a corporation organized and
existing under the laws of the state of Delaware.
Third:
That
this Company, by resolutions of its board of directors duly adopted by unanimous
written consent on November 2, 2007 determined to merge into itself said Hong
Kong Highpower Technology, Inc. which resolutions are set forth on
Exhibit
A
,
attached hereto and incorporated herein.
Fourth
:
The
Certificate of Incorporation of the Company is hereby amended by deleting
Article I of the Certificate of Incorporation in its present form and
substituting therefore new Article I in the following form: The name of the
Company is
Hong
Kong
Highpower Technology, Inc.
Fifth
:
The
merger shall be effective on November 2, 2007.
IN
WITNESS WHEREOF
,
SRKP
11, Inc. has caused this Certificate of Merger to be executed by a duly
authorized officer this 2nd day of November, 2007.
|
|
|
|
|
|
|
SRKP
11,
Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Richard
Rappaport
|
|
|
|
Name:
|
Richard Rappaport
|
|
|
|
Title:
|
President
|
|
Exhibit
A
RESOLUTIONS
OF MERGER
Name
Change
WHEREAS,
the Board of Directors believes it to be in the best interest of the Company
to
change its name to Hong Kong Highpower Technology, Inc. (“
Highpower
”)
to
better reflect the business of the Company;
WHEREAS,
the Company owns 1,000 shares of common stock of Highpower, constituting
100% of
the outstanding common stock of Highpower, the only class of capital stock
outstanding;
WHEREAS,
Section 253 of the Delaware General Corporation Law (“
DGCL
”)
permits the “short-form” merger into a parent corporation of a subsidiary
corporation where at least 90% of the outstanding shares of each class of
stock
of the subsidiary corporation are owned by the parent corporation by executing,
acknowledging and filing, in accordance with Section 103 of the DGCL, a
certificate of such ownership and merger setting forth a copy of the resolution
of its board of directors to so merge and the date of adoption; and
WHEREAS,
the board of directors of the Company believes, based on discussions with,
the
analysis of, and the recommendation of the Company’s management, and after
consideration of the following factors, among others, that it is in the best
interests of the Company’s stockholders to effect a short-form merger of
Highpower to effectuate a name change to better reflect the Company’s line of
business.
NOW,
THEREFORE, BE IT RESOLVED, that the form of Certificate of Short Form Merger
(the “
Certificate
of Merger
”)
attached hereto as
Exhibit
D
is
hereby adopted and approved with such additions, modifications, or deletions
as
the officers of the Company deem necessary or appropriate and in the best
interest of the Company and its stockholders.
RESOLVED
FURTHER, that the officers of the Company be, and each of them hereby are,
authorized and directed to cause the Certificate of Merger to be filed with
the
Secretary of State of the State of Delaware.
RESOLVED
FURTHER that the officers of the Company hereby are, and each of them with
the
full authority to act without the others hereby is, authorized, in the name
and
on behalf of the Company, to execute and deliver any and all contracts, deeds,
and writings of any nature and to do any other act or thing that may be
necessary or desirable to carry out the foregoing.
EXHIBIT
10.1
SUBSCRIPTION
AGREEMENT
This
SUBSCRIPTION AGREEMENT (“
Subscription
Agreement
”)
made
as of this [___] day of [________]
,
2007,
by and among SRKP 11, Inc., a Delaware corporation (the “
Company
”);
Hong
Kong Highpower Technology Company Limited, a company incorporated in Hong Kong
and upon the Closing Date (as defined below) a wholly-owned subsidiary of the
Company (“
Highpower
”);
and
the undersigned (the “
Subscriber
”).
WHEREAS,
the Company, Highpower, and the shareholders of Highpower are parties to a
certain Share Exchange Agreement dated as of [_____________] [__], 2007 (the
“
Exchange
Agreement
”),
pursuant to which Highpower will become a wholly-owned subsidiary of the Company
and 100% of the outstanding securities of Highpower will be exchanged for
securities in the Company (the “
Share
Exchange
”).
Immediately after the effective time of the Share Exchange (the “
Closing
Date
”),
the
Company will assume the business and operations of Highpower.
WHEREAS,
as a condition to the closing of the Share Exchange, the Company intends to
obtain subscriptions for the purchase and sale, in a private placement
transaction (the “
Offering
”)
pursuant to Regulation D promulgated under the Securities Act of 1933, as
amended (the “
Act
”),
of
shares of common stock (the “
Shares
”)
of the
Company, par value $0.001 per share (“
Common
Stock
”)
on the
terms and conditions hereinafter set forth, and the Subscriber desires to
acquire that number of Shares set forth on the signature page
hereof.
NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1.
Subscription
Procedure
1.1
Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Shares
as
is set forth upon the signature page hereof at a price of $1.10 per Share (the
“
Purchase
Price
”).
The
Company agrees to sell such Shares to the Subscriber for the Purchase
Price.
1.2
The
subscription period will begin as of August 1, 2007 and will terminate (if
the
Closing Date has not earlier occurred) at 5:00 PM Eastern Standard Time on
September 30, 2007, unless extended by the Company, Highpower and the Placement
Agent (as defined below) for up to an additional 90 days (the “
Termination
Date
”).
The
Shares will be offered on a “best efforts” basis as more particularly set forth
in a Confidential Private Placement Memorandum and any supplements thereto
(the
“
Offering
Memorandum
”)
which
shall supersede in its entirety that Executive Summary dated July 17, 2007.
The
final Offering Memorandum will be provided to Subscribers in the Offering no
later than one (1) day prior to the Termination Date. The consummation of the
Offering is subject to the satisfaction of a number of conditions to be further
described in the Offering Memorandum, one or more of which conditions may not
occur.
1.3
Placement
of Shares will be made by WestPark Capital, Inc. (the “
Placement
Agent
”),
which
will receive certain compensation therefore as will be more fully described
in
the Offering Memorandum.
1.4
The
Purchase Price will be placed in escrow pursuant to an escrow agreement (the
“
Escrow
Agreement
”)
by and
among the Placement Agent, the Company and David Kagel, Esq. as escrow agent,
and shall be paid over to the Company at the closing of the purchase of the
Shares in the Offering (the “
Closing
”)
to
occur on the Closing Date.
1.5
The
certificates for the Common Stock bearing the name of the Subscriber will be
delivered by the Company no later than thirty (30) days following the Closing
Date. The Subscriber hereby authorizes and directs the Company to deliver the
securities to be issued to such Subscriber pursuant to this Subscription
Agreement to the residential or business address indicated in the Investor
Questionnaire, as attached.
1.6
The
Purchase Price for the Shares purchased hereunder shall be paid by certified
check, payable to Law Offices of David L. Kagel, a Professional Corporation,
as
escrow agent, or by wire transfer to Law Offices of David L. Kagel pursuant
to
the following instructions:
Law
Offices of David L. Kagel, a Professional Corporation
Subscription
Escrow Account #2
Wells
Fargo Bank
1801
Avenue of the Stars
Los
Angeles, CA 90067
Account
#
5763556098
ABA
#
121000248
1.7
The
Company and/or Highpower may, in their sole discretion, reject any subscription,
in whole or in part, or terminate or withdraw the Offering in its entirety
at
any time prior to a closing in relation thereto. Neither the Company nor the
Placement Agent shall be required to allocate among investors on a pro rata
basis in the event of an over-subscription.
2.
Representations
and
Covenants of Subscriber
2.1
The
Subscriber recognizes that the purchase of Shares involves a high degree of
risk
in that (i) the Company will need additional capital to operate its business
but
has no assurance of additional necessary capital; (ii) an investment in the
Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the Shares;
(iii) an investor may not be able to liquidate his or her investment; (iv)
transferability of the securities comprising the Shares is extremely limited;
(v) an investor could sustain the loss of his or her entire investment; and
(vi)
the Company is and will be subject to numerous other risks and uncertainties,
including without limitation, significant and material risks relating to the
Company’s business and the business and operations of Highpower, and the
industries, markets and geographic regions in which the Company will compete,
as
well as risks associated with the Offering, the Share Exchange and the other
transactions contemplated herein, in the Offering Memorandum and in the Exchange
Agreement, all as more fully set forth herein and in the Offering Memorandum.
For the avoidance of doubt, all references to the Company in this
Section
2.1
include
the Company’s business and operations after it acquires the business and
operations of Highpower through the Share Exchange.
2.2
The
Subscriber represents that he or she is an “accredited investor” as such term is
defined in Rule 501 of Regulation D promulgated under the Act, as indicated
by
his or her responses to the Investor Questionnaire, the form of which is
attached hereto as
Exhibit
A
,
and
that he or she is able to bear the economic risk of an investment in the Shares.
The Subscriber must complete the applicable Investor Questionnaire to enable
the
Company and Highpower to assess the Subscriber’s eligibility for the
Offering.
2.3
The
Subscriber acknowledges that he or she has prior investment experience,
including without limitation, investment in non-listed and non-registered
securities, or he or she has employed the services of an investment advisor,
attorney or accountant to read all of the documents furnished or made available
by the Company or Highpower both to him and to all other prospective investors
in the Shares and to evaluate the merits and risks of such an investment on
his
or her behalf, and that he or she recognizes the highly speculative nature
of
this investment.
2.4
The
Subscriber acknowledges receipt and careful review of the Offering Memorandum,
this Subscription Agreement, and the attachments hereto and thereto
(collectively, the “
Offering
Documents
”)
and
hereby represents that he or she has been furnished or given access by the
Company or Highpower during the course of this Offering with or to all
information regarding the Company and Highpower and their respective financial
conditions and results of operations which he or she had requested or desired
to
know; that all documents which could be reasonably provided have been made
available for his or her inspection and review; that he or she has been afforded
the opportunity to ask questions of and receive answers from duly authorized
representatives of the Company and Highpower concerning the terms and conditions
of the Offering, and any additional information which he or she had requested.
The Subscriber further represents and acknowledges that the Subscriber has
not
seen or received any advertisement or general solicitation with respect to
the
sale of any of the securities of the Company, including, without limitation,
the
Shares.
2.5
The
Subscriber acknowledges that this Offering of Shares may involve tax
consequences, and that the contents of the Offering Documents do not contain
tax
advice or information. The Subscriber acknowledges that he or she must retain
his or her own professional advisors to evaluate the tax and other consequences
of an investment in the Shares.
2.6
The
Subscriber acknowledges that this Offering of Shares has not been reviewed
or
approved by the United States Securities and Exchange Commission (“
SEC
”)
because the Offering is intended to be a nonpublic offering pursuant to Section
4(2) of the Act. The Subscriber represents that the Shares are being purchased
for his or her own account, for investment and not for distribution or resale
to
others. The Subscriber agrees that he or she will not sell or otherwise transfer
any of the securities comprising the Shares unless they are registered under
the
Act or unless an exemption from such registration is available and, upon the
Company’s request, the Company receives an opinion of counsel reasonably
satisfactory to the Company confirming that an exemption from such registration
is available for such sale or transfer.
2.7
The
Subscriber understands that the Shares have not been registered under the Act
by
reason of a claimed exemption under the provisions of the Act which depends,
in
part, upon his investment intention. The Subscriber realizes that, in the view
of the SEC, a purchase now with the intention to distribute would represent
a
purchase with an intention inconsistent with his or her representation to the
Company, and the SEC might regard such a distribution as a deferred sale to
which such exemption is not available.
2.8
The
Subscriber understands that Rule 144 (the “
Rule
”)
promulgated under the Act requires, among other conditions, a one year holding
period prior to the resale (in limited amounts) of securities acquired in a
non-public offering, such as the Offering, without having to satisfy the
registration requirements under the Act. Except as specifically set forth in
Section
4.1
,
the
Subscriber understands that the Company makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements under
the
Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”),
or
its dissemination to the public of any current financial or other information
concerning the Company, as is required by Rule 144 as one of the conditions
of
its availability. The Subscriber consents that the Company may, if it desires,
permit the transfer of the Shares out of his or her name only when his or her
request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Act, any applicable state “blue sky” laws or any
applicable securities laws of any other country, province or jurisdiction
(collectively, “
Securities
Laws
”).
The
Subscriber agrees to hold the Company, Highpower and their respective directors,
officers and controlling persons and their respective heirs, representatives,
successors and assigns harmless and to indemnify them against all liabilities,
costs and expenses incurred by them as a result of any misrepresentation made
by
him contained herein or in the Investor Questionnaire or any sale or
distribution by the undersigned Subscriber in violation of any Securities
Laws.
2.9
The
Subscriber consents to the placement of one or more legends on any certificate
or other document evidencing his or her Shares and the Common Stock included
in
the Shares stating that they have not been registered under the Act and are
subject to the terms of this Subscription Agreement, and setting forth or
referring to the restrictions on the transferability and sale
thereof.
2.10
The
Subscriber understands that the Company and Highpower will review this
Subscription Agreement and the Investor Questionnaire and, if the Subscriber
is
a natural person, the Company and Highpower are hereby given authority by the
undersigned to call his or her bank or place of employment. The Subscriber
further authorizes the Company and Highpower to review the financial standing
of
the Subscriber; and the Subscriber agrees that the Company and Highpower reserve
the unrestricted right to reject or limit any subscription and to close the
offer at any time.
2.11
The
Subscriber hereby represents that the address of Subscriber furnished by him
at
the end of this Subscription Agreement and in the Investor Questionnaire is
the
undersigned’s principal residence if he or she is an individual or its principal
business address if it is a corporation or other entity.
2.12
The
Subscriber acknowledges that if the Subscriber is a Registered Representative
of
a National Association of Securities Dealers, Inc. (“
NASD
”)
member
firm, he or she must give such firm the notice required by the NASD Conduct
Rules, or any applicable successor rules of the NASD, receipt of which must
be
acknowledged by such firm on the signature page hereof. The Subscriber shall
also notify the Company if the Subscriber or any affiliate of Subscriber is
a
registered broker-dealer with the SEC, in which case the Subscriber represents
that the Subscriber is purchasing the Shares in the ordinary course of business
and, at the time of purchase of the Shares, has no agreements or understandings,
directly or indirectly, with any person to distribute the Shares or any portion
thereof.
2.13
The
Subscriber hereby represents that, except as set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber
by
either the Company or Highpower or their agents, employees or affiliates and
in
entering into this transaction, the Subscriber is not relying on any
information, other than that contained in the Offering Documents and the results
of independent investigation by the Subscriber.
2.14
The
Subscriber agrees that he or she will purchase securities in the Offering only
if his or her intent at such time is to make such purchase for investment
purposes and not with a view toward resale.
2.15
If
the
undersigned Subscriber is a partnership, corporation, trust or other entity,
such partnership, corporation, trust or other entity further represents and
warrants that: (i) it was not formed for the purpose of investing in the
Company; (ii) it is authorized and otherwise duly qualified to purchase and
hold
the Shares; and (iii) that this Subscription Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned.
2.16
If
the
Subscriber is not a United States person, such Subscriber hereby represents
that
it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares
or
any use of this Subscription Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Shares, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other
tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Shares. Such Subscriber’s subscription and
payment for, and his or her continued beneficial ownership of the Shares, will
not violate any applicable securities or other laws of the Subscriber’s
jurisdiction.
2.17
The
undersigned hereby covenants and agrees that neither it nor any of its
affiliates has or will have an open position (e.g., short sale) in the Common
Stock prior to the Registration Statement (as defined below) being declared
effective by the SEC with the intent of covering such open position with Common
Stock being registered in the Registration Statement. The undersigned hereby
acknowledges and understands that the SEC has taken the position that such
an
open position would constitute a violation of Section 5 of the Act.
2.18
The
Subscriber acknowledges that (i) the Offering Memorandum contains material,
non-public information concerning the Company within the meaning of Regulation
FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material,
non-public information solely for the purpose of considering whether to purchase
the Shares pursuant to a private placement that is exempt from registration
under the Act. In accordance with Regulation FD and other applicable provisions
of the Securities Laws, the Subscriber agrees to keep such information
confidential and not to disclose it to any other person or entity except the
Subscriber’s legal counsel, other advisors and other representatives who have
agreed (i) to keep such information confidential, (ii) to use such information
only for the purpose set forth above, and (iii) to comply with applicable
securities laws with respect to such information. In addition, the Subscriber
further acknowledges that the Subscriber and such legal counsel, other advisors
and other representatives are prohibited from trading in the Company’s
securities while in possession of material, non-public information and agrees
to
refrain from purchasing or selling securities of the Company until such
material, non-public information has been publicly disseminated by the Company.
The Subscriber agrees to indemnify and hold harmless the Company, Highpower
and
their respective officers, directors, employees and affiliates and each other
person, if any, who controls any of the foregoing, against any loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and
all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any false representation or warranty by the Subscriber,
or
the Subscriber’s breach of, or failure to comply with, any covenant or agreement
made by the Subscriber herein or in any other document furnished by the
Subscriber to the Company, Highpower or their respective officers, directors,
employees or affiliates or each other person, if any, who controls any of the
foregoing in connection with this transaction.
2.19
The
Subscriber understands and acknowledges that (i) the Shares are being
offered and sold to Subscriber without registration under the Act in a private
placement that is exempt from the registration provisions of the Act under
Section 4(2) of the Act and (ii) the availability of such exemption depends
in part on, and that the Company will rely upon the accuracy and truthfulness
of, the foregoing representations, and such Subscriber hereby consents to such
reliance.
3.
Representations
by the Company
and
Highpower
Except
as
set forth in the reports filed by the Company pursuant to the Securities
Exchange Act of 1934, as amended (the “
SEC
Reports
”),
each
of the Company and, as applicable, Highpower severally represent and warrant
to
the Subscriber that:
3.1
Organization
and Authority
.
The
Company and Highpower, and each of their respective subsidiaries, (i) is a
corporation and company, respectively, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and formation,
respectively, (ii) has all requisite corporate power and company power,
respectively, and authority to own, lease and operate its properties and to
carry on its business as presently conducted, and (iii) has all requisite
corporate power and company power, respectively, and authority to execute,
deliver and perform their obligations under this Subscription Agreement and
the
Offering Documents being executed and delivered by it in connection herewith,
and to consummate the transactions contemplated hereby and thereby.
3.2
Qualifications
.
The
Company and Highpower, and each of their respective subsidiaries, is duly
qualified to do business as a foreign corporation and foreign company,
respectively, and is in good standing in all jurisdictions where such
qualification is necessary and where failure so to qualify could have a material
adverse effect on the business, properties, operations, condition (financial
or
other), results of operations or prospects of the Company and its subsidiaries
(after the effective time of the Share Exchange), taken as a whole.
3.3
Capitalization
of the Company
.
Immediately after the effective time of the Share Exchange (but before the
closing of this Offering), the authorized capital stock the capitalization
of
the Company will consist of 100,000,000 shares of Common Stock, $0.001 par
value
per share and 10,000,000 shares of “blank check” Preferred Stock, par value
$0.001 per share. Of the authorized capital stock of the Company, immediately
after the effective time of the Share Exchange, there will be outstanding
20,572,000 shares of Common Stock and warrants to purchase shares of Common
Stock, and no options to purchase shares of Common Stock. Except as disclosed
in
the SEC Reports or the Offering Documents, there are no additional outstanding
options, warrants, script rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations
convertible into or exchangeable for, or giving any person any right to
subscribe for or acquire from the Company, any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company
or
any subsidiary is or may become bound to issue additional shares of Common
Stock, or securities or rights convertible or exchangeable into shares of Common
Stock. Except as described in the Offering Documents, the issuance and sale
of
the Shares will not obligate the Company to issue shares of Common Stock or
other securities to any person (other than the Subscribers) and will not result
in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under such securities. The shares of the
Company’s capital stock outstanding immediately after the effective time of the
Share Exchange (but before the closing of the Offering) are or will be duly
authorized and validly issued and are or will be fully paid and nonassessable.
None of the outstanding shares of Common Stock or options, warrants, or rights
or other securities entitling the holders to acquire Common Stock has been
issued in violation of the preemptive rights of any security holder of the
Company. No holder of any of the Company’s securities has any rights, “demand,”
“piggy-back” or otherwise, to have such securities registered by reason of the
intention to file, filing or effectiveness of the Registration Statement (as
defined below), except as contemplated by the Exchange Agreement. The Shares
to
be issued to the Subscriber have been duly authorized, and when issued and
paid
for in accordance with this Subscription Agreement, the Common Stock will be
duly and validly issued, fully paid and non-assessable will be duly and validly
issued, fully paid and non-assessable.
3.4
Authorization
.
The
Offering Documents have been duly and validly authorized by the Company and
Highpower. This Subscription Agreement, assuming due execution and delivery
by
the Subscriber, when the Subscription Agreement is executed and delivered by
the
Company, will be, valid and binding obligations of the Company, enforceable
in
accordance with their respective terms, except as the enforceability hereof
and
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or
other similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally and general principles of equity, regardless of
whether enforcement is considered in a proceeding in equity or at
law.
3.5
Non-Contravention
.
The
execution and delivery of the Offering Documents by the Company and Highpower,
the issuance of the Shares as contemplated by the Offering Documents and the
completion by the Company and Highpower of the other transactions contemplated
by the Offering Documents do not and will not, with or without the giving of
notice or the lapse of time, or both, (i) result in any violation of any
provision of the articles of incorporation or by-laws or similar instruments
of
the Company or Highpower or their respective subsidiaries, (ii) conflict with
or
result in a breach by the Company or Highpower or their respective subsidiaries
of any of the terms or provisions of, or constitute a default under, or result
in the modification of, or result in the creation or imposition of any lien,
security interest, charge or encumbrance upon any of the properties or assets
of
the Company or Highpower or their respective subsidiaries, pursuant to any
agreements, instruments or documents filed as exhibits to the SEC Reports or
any
indenture, mortgage, deed of trust or other agreement or instrument to which
Highpower or any of its subsidiaries is a party or by which Highpower or any
of
its subsidiaries or any of its properties or assets are bound or affected,
in
any such case which would have a material adverse effect on the business,
properties, operations, condition (financial or other), results of operations
or
prospects of the Company and Highpower and their respective subsidiaries, taken
as a whole, or the validity or enforceability of, or the ability of the Company
or Highpower to perform their obligations under, the Offering Documents, (iii)
violate or contravene any applicable law, rule or regulation or any applicable
decree, judgment or order of any court, United States federal or state
regulatory body, administrative agency or other governmental body having
jurisdiction over Highpower or any of its subsidiaries or any of its respective
properties or assets that would have a material adverse effect on the business,
properties, operations, condition (financial or other), results of operations
or
prospects of the Company and its subsidiaries (after the effective time of
the
Share Exchange), taken as a whole, or the validity or enforceability of, or
the
ability of the Company or Highpower to perform its obligations under, the
Offering Documents, or (iv) have any material adverse effect on any permit,
certification, registration, approval, consent, license or franchise necessary
for the Company or its subsidiaries (after the effective time of the Share
Exchange) to own or lease and operate any of its properties and to conduct
any
of its business or the ability of the Company or its subsidiaries to make use
thereof.
3.6
Information
Provided
.
The
Company hereby represents and warrants to the Subscriber that the information
set forth in the Offering Memorandum, the SEC Reports and any other document
provided by the Company (or the Company’s authorized representatives) to the
Subscriber in connection with the transactions contemplated by this Subscription
Agreement, does not contain any untrue statement of a material fact or omit
to
state any material fact necessary in order to make the statements therein,
in
the light of the circumstances under which they are made, not misleading, it
being understood that for purposes of this Section 3.6, any statement contained
in such information shall be deemed to be modified or superseded for purposes
of
this
Section
3.6
to the
extent that a statement in any document included in such information which
was
prepared and furnished to the Subscriber on a later date or filed with the
SEC
on a later date modifies or replaces such statement, whether or not such later
prepared and furnished or filed statement so states. Highpower hereby represents
and warrants to the Subscriber that the information set forth in the Offering
Memorandum and any other document provided by Highpower (or Highpower’s
authorized representatives) to the Subscriber in connection with the
transactions contemplated by this Subscription Agreement, does not contain
any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances
under
which they are made, not misleading.
3.7
Absence
of Certain Proceedings
.
Except
as disclosed in the SEC Reports, neither the Company nor Highpower is aware
of
any action, suit, proceeding, inquiry or investigation before or by any court,
public board or body, or governmental agency pending or threatened against
or
affecting the Company or Highpower or any of their respective subsidiaries,
in
any such case wherein an unfavorable decision, ruling or finding would have
a
material adverse effect on the business, properties, operations, condition
(financial or other), results of operations or prospects of the Company or
Highpower, or the transactions contemplated by the Offering Documents or which
could adversely affect the validity or enforceability of, or the authority
or
ability of the Company or Highpower to perform its obligations under, the
Offering Documents; and to the Company’s and Highpower’s knowledge there is not
pending or contemplated any, and there has been no, investigation by the SEC
involving the Company or Highpower or any of their current or former directors
or officers.
3.8
Compliance
with Law
.
Neither
the Company nor Highpower nor any of their respective subsidiaries is in
violation of or has any liability under any statute, law, rule, regulation,
ordinance, decision or order of any governmental agency or body or any court,
domestic or foreign, except where such violation or liability would not
individually or in the aggregate have a material adverse effect on the business,
properties, operations, condition (financial or other), results of operations
or
prospects of the Company and its subsidiaries (after the effective time of
the
Share Exchange), taken as a whole; and to the knowledge of the Company and
Highpower there is no pending investigation that would reasonably be expected
to
lead to such a claim.
3.9
Tax
Matters
.
The
Company and Highpower and each of their respective subsidiaries has filed all
federal, state and local income and franchise tax returns required to be filed
and has paid all taxes shown by such returns to be due, and no tax deficiency
has been determined adversely to the Company or Highpower or any of their
respective subsidiaries which has had (nor does the Company or Highpower or
any
of their respective subsidiaries have any knowledge of any tax deficiency which,
if determined adversely to the Company or Highpower or any of their respective
subsidiaries, might have) a material adverse effect on the business, properties,
operations, condition (financial or other), results of operations, or prospects
of the Company or any of its subsidiaries (after the effective time of the
Share
Exchange), taken as a whole.
4.
Registration
Rights
4.1
Registration
Requirement
.
Subject
to the terms and limitations hereof, the Company shall file a registration
statement on Form SB-2 or other appropriate registration document under the
Act
(the “
Registration
Statement
”)
for
resale of the Shares all shares held by the shareholders of the Company
immediately prior to the Close (the “
Registrable
Securities
”)
and
shall use its reasonable best efforts to maintain the Registration Statement
effective for a period of twenty-four (24) months at the Company’s expense (the
“
Effectiveness
Period
”).
The
Company shall file such Registration Statement no later than thirty (30) days
after the Closing Date (the “
Registration
Filing Date
”),
and
shall use reasonable best efforts to cause such Registration Statement to become
effective within one hundred and fifty (150) days after the Closing Date, or
one
hundred eighty (180) days after the Closing Date if the Registration Statement
is subject to a full review by the SEC.
4.2
Limitation
to Registration Requirement
.
Notwithstanding the foregoing, the Company shall not be obligated to effect
any
registration of the Registrable Securities or take any other action pursuant
to
this
Section
4
:
(i) in
any particular jurisdiction in which the Company would be required to execute
a
general consent to service of process in effecting such registration,
qualification or compliance unless the Company is already subject to service
in
such jurisdiction and except as may be required by the Act, or (ii) during
any
period in which the Company suspends the rights of a subscriber after giving
the
Subscriber written notification of a Potential Material Event (defined below)
pursuant to
Section
4.6
hereof.
4.3
Expenses
of Registration
.
Except
as otherwise expressly set forth, the Company shall bear all expenses incurred
by the Company in compliance with the registration obligation of the Company,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company incurred in
connection with any registration, qualification or compliance pursuant to this
Subscription Agreement and all underwriting discounts, selling commissions
and
expense allowances applicable to the sale of any securities by the Company
for
its own account in any registration. All underwriting discounts, selling
commissions and expense allowances applicable to the sale by Subscriber of
Registrable Securities and all fees and disbursements of counsel for the
Subscriber shall be borne by the Subscriber.
4.4
Indemnification
.
(a)
To
the
extent permitted by law the Company will indemnify each Subscriber, each of
its
officers, directors, agents, employees and partners, and each person controlling
such Subscriber, with respect to each registration, qualification or compliance
effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls any underwriter, and their respective counsel against all
claims, losses, damages and liabilities (or actions, proceedings or settlements
in respect thereof) arising out of or based on (i) any untrue statement (or
alleged untrue statement) of a material fact contained in any prospectus,
offering circular or other document prepared by the Company (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or (ii) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
the
Company of the Act or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and subject to the
provisions of
Section
4.4(c)
below,
will reimburse each such Subscriber, each of its officers, directors, agents,
employees and partners, and each person controlling such Subscriber, each such
underwriter and each person who controls any such underwriter, for any legal
and
any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent
that
any such claim, loss, damage, liability or expense arises out of or is based
on
any untrue statement (or alleged untrue statement) or omission (or alleged
omissions) based upon written information furnished to the Company by (or on
behalf of) such Subscriber or underwriter, or if the person asserting any such
loss, claim, damage or liability (or action or proceeding in respect thereof
did
not receive a copy of an amended preliminary prospectus or the final prospectus
(or the final prospectus as amended and supplemented) at or before the written
confirmation of the sale of such Registrable Securities to such person because
of the failure of the Subscriber or underwriter to so provide such amended
preliminary or final prospectus (or the final prospectus as amended and
supplemented); provided, however, that the indemnity agreement contained in
this
subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld),
nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by
the Subscriber, any such partner, officer, director, employee, agent or
controlling person of such Subscriber, or any such underwriter or any person
who
controls any such underwriter; provided, however, that the obligations of the
Company hereunder shall be limited to an amount equal to the portion of net
proceeds represented by the Registrable Securities pursuant to this Subscription
Agreement.
(b)
To
the
extent permitted by law, each Subscriber whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant
to
this Subscription Agreement will indemnify the Company, and its directors,
officers, agents, employees and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of the Act and the rules
and
regulations thereunder, each other such Subscriber and each of their officers,
directors, partners, agents and employees, and each person controlling such
Subscriber, and their respective counsel against all claims, losses, damages
and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained
in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material
fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and such Subscribers, directors,
officers, partners, persons, underwriters or control persons for any legal
or
any other expenses as they are reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action,
in
each case to the extent, but only to the extent, that such untrue statement
(or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Subscriber;
provided
,
however
,
that
the obligations of any Subscriber hereunder shall be limited to an amount equal
to the net proceeds to such Subscriber from Registrable Securities sold under
such registration statement, prospectus, offering circular or other document
as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Subscriber, which consent shall not be unreasonably withheld
or delayed.
(a)
Each
party entitled to indemnification under this Section (the “
Indemnified
Party
”)
shall
give notice to the party required to provide indemnification (the “
Indemnifying
Party
”)
promptly after such Indemnified Party has actual knowledge of any claim as
to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not unreasonably be withheld), and
the
Indemnified Party may participate in such defense at such party’s expense; and
provided further that if any Indemnified Party reasonably concludes that there
may be one or more legal defenses available to it that are not available to
the
Indemnifying Party, or that such claim or litigation involves or could have
an
effect on matters beyond the scope of this Agreement, then the Indemnified
Party
may retain its own counsel at the expense of the Indemnifying Party; and
provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Agreement unless and only to the extent that such failure to give
notice results in material prejudice to the Indemnifying Party. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof
the
giving by the claimant or plaintiff to such Indemnified Party of a release
from
all liability in respect to such claim or litigation. Each Indemnified Party
shall furnish such information regarding itself or the claim in question as
an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.
(b)
If
the
indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any
loss,
liability, claim, damage or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the
one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense
as
well as any other relevant equitable considerations. The relative fault of
the
Indemnifying Party and of the Indemnified Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
or
prevent such statement or omission.
4.5
Transfer
or Assignment of Registration Rights
.
The
Registrable Securities, and any related benefits to the Subscriber hereunder
may
be transferred or assigned by the Subscriber to a permitted transferee or
assignee, provided that the Company is given written notice of such transfer
or
assignment, stating the name and address of said transferee or assignee and
identifying the Registrable Securities with respect to which such registration
rights are being transferred or assigned; provided further that the transferee
or assignee of such Registrable Securities shall be deemed to have assumed
the
obligations of the Subscriber under this Subscription Agreement by the
acceptance of such assignment and shall, upon request from the Company, evidence
such assumption by delivery to the Company of a written agreement assuming
such
obligations of the Subscriber.
4.6
Registration
Procedures
.
In the
case of the registration effected by the Company pursuant to this Subscription
Agreement, the Company will keep the Subscriber advised in writing as to the
initiation of each registration and as to the completion thereof. The Company
will:
(a)
Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Act with respect to
the
disposition of securities covered by such registration statement;
(b)
Respond
as promptly as reasonably practicable to any comments received from the SEC
with
respect to a registration statement or any amendment thereto.
(c)
Notify
the Subscriber as promptly as reasonably practicable and (if requested by any
such person) confirm such notice in writing no later than one trading day
following the day (A) when a prospectus or any prospectus supplement or
post-effective amendment to a registration statement is proposed to be filed
and
(B) with respect to a registration statement or any post-effective amendment,
when the same has become effective;
(d)
Furnish
such number of prospectuses and other documents incident thereto, including
supplements and amendments, as the Subscriber may reasonably request;
(e)
Furnish
to the Subscriber, upon request, a copy of all documents filed with and all
correspondence from or to the SEC in connection with any such registration
statement other than non-substantive cover letters and the like;
(f)
Use
its
reasonable best efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a registration
statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment; and
(g)
Use
its
reasonable best efforts to comply with all applicable rules and regulations
of
the SEC.
Notwithstanding
the foregoing, if at any time or from time to time after the date hereof, the
Company notifies the Subscriber in writing of the existence of an event or
circumstance that is not disclosed in the Registration Statement and that may
have a material effect on the Company or its business (a “
Potential
Material Event
”),
the
Subscriber shall not offer or sell any Registrable Securities, or engage in
any
other transaction involving or relating to the Registrable Securities, from
the
time of the giving of notice with respect to a Potential Material Event until
the Company notifies the Subscriber that such Potential Material Event either
has been added to the Registration Statement by amendment or supplement or
no
longer constitutes a Potential Material Event;
provided
,
that
the Company may not so suspend the right of Subscriber for more than 120 days
in
the aggregate.
4.7
Statement
of Beneficial Ownership
.
The
Company may require the Subscriber to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by
such
Subscriber and the controlling person thereof and any other such information
regarding the Subscriber, the Registrable Securities held by the Subscriber
and
the intended method of disposition of such securities as shall be reasonably
required with respect to the registration of the Subscriber’s Registrable
Securities. The Subscriber hereby understands and agrees that the Company may,
in its sole discretion, exclude the Subscriber’s shares of Common Stock from the
Registration Statement in the event that the Subscriber fails to provide such
information requested by the Company within the time period reasonably specified
by the Company or is required to do so by law or the SEC.
4.8
Compliance
.
Subscriber covenants and agrees that if the Shares are sold under a registration
statement, that the Shares will only be disposed of pursuant to an effective
statement under, and in compliance with the requirements of, the Act, including
in accordance with the plan of distribution set forth in the registration
statement and in compliance with the prospectus delivery requirements of the
Act
as applicable to such Subscriber in connection with sales of Registrable
Securities pursuant to the registration statement required hereunder. Subscriber
understands and acknowledges that the Company and the Company’s counsel may rely
on the statements and covenants made in this Section for purposes of providing
a
legal opinion to the transfer agent for removal of a restrictive legend under
the Act.
4.9
Piggy-Back
Registrations
.
If at
any time during the Effectiveness Period there is not an effective registration
statement covering all of the Registrable Securities and the Company shall
determine to prepare and file with the SEC a registration statement relating
to
an offering for its own account or the account of others under the Act of any
of
its Common Stock, other than an offering of securities issued pursuant to a
Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
registration statement (each as promulgated under the Act or their then
equivalents relating to equity securities to be issued solely in connection
with
any business combination transaction, acquisition of any entity or business
or
equity securities issuable in connection with stock option or other employee
benefit plans), then the Company shall send to the Subscriber (together with
any
other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Subscriber hereunder (“
Rightsholders
”))
written notice of such determination and, if within fifteen (15) days after
receipt of such notice, the Subscriber shall so request in writing, the Company
shall include in such registration statement all or any part of such Registrable
Securities such Subscriber requests to be registered; provided that the Company
shall not be required to register any Registrable Securities pursuant to this
Section that are eligible for resale pursuant to Rule 144(k) promulgated under
the Act; and provided further that the Company may, without the consent of
the
Subscriber, withdraw such registration statement before its becoming effective
if the Company or other stockholders have elected to abandon the proposal to
register the securities proposed to be registered thereunder. If the
registration statement is being filed for an underwritten public offering,
the
Subscriber must timely execute and deliver the usual and customary agreement
among the Company, such Subscriber and the underwriters relating to the
registration including a lock-up agreement if requested by the underwriters
with
respect to any shares of Common Stock not included in the registration, on
terms
no less favorable than those agreed to by the Company, its directors and its
officers. If the registration statement is being filed for an underwritten
offer
and sale by the Company of securities for its own account and the managing
underwriters advise the Company in writing that in their opinion the offering
contemplated by the registration statement cannot be successfully completed
if
the Company were to also register the Registrable Shares of the Subscriber
requested to be included in such registration statement, then the Company will
include in the registration: (i) first, any securities the Company proposes
to
sell, (ii) second, any securities of any person whose securities are being
registered as a result of the exercise of a demand registration right, and
(iii)
third, that portion of the aggregate number of shares being requested for
inclusion in the registration statement by (X) the Subscriber and (Y) all other
Rightsholders, which in the opinion of such managing underwriters can
successfully be sold, such number of shares to be taken
pro
rata
from the
Rightsholders on the basis of the total number of shares being requested for
inclusion in the registration statement by each Rightsholder. “Strategic
Issuance” shall mean an issuance of securities: (i) in connection with a
“corporate partnering” transaction or a “strategic alliance” (as determined by
the Board of Directors of the Company in good faith); (ii) in connection with
any financing transaction in respect of which the Company is a borrower; or
(iii) to a vendor, lessor, lender, or customer of the Company, or a research,
manufacturing or other commercial collaborator of the Company, in a transaction
approved by the Board of Directors, provided in any case, that such issuance
is
not being made primarily for the purpose of avoiding compliance with this
Subscription Agreement.
4.10
“Lock-Up”
Agreement
.
The Subscriber agrees that, during the period from the date hereof until that
date that is twelve (12) months following the date on which the Company's Common
Stock begins to be listed or quoted on either the New York Stock Exchange,
American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
OTC
Bulletin Board (the "
Listing
Date
")
that,
it, he or she shall not, directly or indirectly sell, assign, exchange,
distribute, offer to sell, contract to sell (including, without limitation,
any
short sale), hypothecate, pledge, grant any option to purchase or otherwise
transfer or dispose of any Shares of the Company held by it, him or her and
purchased further to this Subscription Agreement, at any time during such
period, except that one-tenth of the Shares acquired hereunder shall be
automatically released from this lock-up provision on the date that is ninety
(90) days after the Listing Date (the “
Initial
Release Date
”)
and
then the Shares will be
released
on
a
monthly
basis after the Initial Release Date on a pro rata basis over the next nine
months. WestPark Capital, Inc., in its discretion, may release some
or all the Shares earlier than the schedule set forth in this
section
.
In
order
to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to and place restrictive legends on the certificates
evidencing the Shares of the Company, and the Subscriber agrees to further
execute a lock-up agreement which encompasses the terms of this
Section
4.10
,
in
substantially the form attached hereto as
Exhibit
B
.
5.
Miscellaneous
5.1
Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at Hong Kong Highpower Technology Co., Ltd., c/o
Shenzhen Highpower Technology Co., Ltd., Bldg A1, A2 Luoshan Industrial Zone
Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, China 518111., Attention: Mr.
George Pan
with
a copy to
(which
shall not constitute notice) Kirkpatrick & Lockhart Preston Gates Ellis LLP,
10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067,
Attention: Thomas J. Poletti, Esq., and to the Subscriber at his address
indicated on the signature page of this Subscription Agreement. Notices shall
be
deemed to have been given three (3) business days after the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.
5.2
This
Subscription Agreement may be amended through a written instrument signed by
the
Subscriber, Highpower and the Company; provided, however, that the terms of
Section 4 of this Subscription Agreement may be amended without the consent
or
approval of the Subscriber so long as such amendment applies in the same fashion
to the subscription agreements of all of the other subscribers for Shares in
the
Offering and at least holders of a majority of the Shares sold in the Offering
have given their approval of such amendment, which approval shall be binding
on
all holders of Shares.
5.3
This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges
and
supersedes all prior discussions, agreements and understandings of any and
every
nature among them.
5.4
Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Delaware.
5.5
This
Subscription Agreement may be executed in counterparts. It shall not be binding
upon the Company and Highpower unless and until it is accepted by the Company
and Highpower. Upon the execution and delivery of this Subscription Agreement
by
the Subscriber, this Subscription Agreement shall become a binding obligation
of
the Subscriber with respect to the purchase of Shares as herein provided;
subject, however, to the right hereby reserved to the Company to enter into
the
same agreements with other subscribers and to add and/or to delete other persons
as subscribers. This Agreement may be executed and delivered by
facsimile.
5.6
The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force
and
effect.
5.7
It
is
agreed that a waiver by either party of a breach of any provision of this
Subscription Agreement shall not operate, or be construed, as a waiver of any
subsequent breach by that same party.
5.8
The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.
5.9
The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law, provided that the Company
may
provide information relating to the Subscriber as required in any registration
statement under the Act that may be filed by the Company pursuant to the
requirements of this Subscription Agreement.
5.10
The
obligation of the Subscriber hereunder is several and not joint with the
obligations of any other subscribers for the purchase of Shares in the Offering
(the “Other Subscribers”), and the Subscriber shall not be responsible in any
way for the performance of the obligations of any Other Subscribers. Nothing
contained herein or in any other agreement or document delivered at the Closing,
and no action taken by the Subscriber pursuant hereto, shall be deemed to
constitute the Subscriber and the Other Subscribers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Subscriber and the Other Subscribers are in any way acting
in concert with respect to such obligations or the transactions contemplated
by
this Subscription Agreement. The Subscriber shall be entitled to protect and
enforce the Subscriber’s rights, including without limitation the rights arising
out of this Subscription Agreement, and it shall not be necessary for any Other
Subscriber to be joined as an additional party in any proceeding for such
purpose. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party. The Subscriber is not acting
as
part of a “group” (as that term is used in Section 13(d) of the 1934 Act) in
negotiating and entering into this Subscription Agreement or purchasing the
Shares or acquiring, disposing of or voting any of the underlying shares of
Common Stock. The Company hereby confirms that it understands and agrees that
the Subscriber is not acting as part of any such group.
[
SIGNATURE
PAGE FOLLOWS
]
IN
WITNESS WHEREOF, the parties have executed this Subscription Agreement as of
the
day and year first written above.
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Full Legal Name of Subscriber (Please
print)
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Full Legal Name of Co-Subscriber (if
applicable)
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Signature
of (or on behalf of) Subscriber
Name:
Title:
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Signature
of or on behalf of Co-Subscriber (if applicable)
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Address of Subscriber
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Address of Co-Subscriber (if
applicable)
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Social Security or Taxpayer
Identification Number of Subscriber
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Social Security or Taxpayer Identification
Number of Co-Subscriber (if
applicable)
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Number of Shares Subscribed For
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Subscription Agreed to and Accepted
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SRKP 11, INC.
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HONG KONG HIGHPOWER
TECHNOLOGY COMPANY
LIMITED
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By:_________________________
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By:_________________________
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Name:_______________________
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Name:_______________________
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Title:________________________
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Title:________________________
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Exhibit
B
LOCK-UP
AGREEMENT
Highpower
Technology Company, Inc.
c/o
Shenzhen Highpower Technology Co., Ltd.
Bldg
A1,
A2 Luoshan Industrial Zone Shanxia,
Pinghu,
Longgang, Shenzhen, Guangdong
China
518111
WestPark
Capital, Inc.
1900
Avenue of the Stars, Suite 310
Los
Angeles, CA 90067
The
undersigned, being a security holder of Highpower Technology Company, Inc.
(formerly known as SRKP 11, Inc. and referred to herein as the “
Company
”)
and
receiving his/her/its shares of Common Stock as an investor in the Company’s
private offering that closed on [__________], 2007 (the “
Private
Offering
”),
hereby delivers this Lock-up Agreement to the Company.
The
undersigned recognizes that it is in the best financial interests of the Company
and of the undersigned, as a shareholder of the Company, that the Company Common
Stock received by the undersigned pursuant to the Private Offering be subject
to
certain restrictions and hereby agrees as follows:
Other
than as set forth below, the undersigned shall not: (a) sell, assign, exchange,
transfer, pledge, distribute or otherwise dispose of (i) any shares of the
Company Common Stock received by the undersigned in the Private Offering, or
(ii) any interest (including, without limitation, an option to buy or sell)
in
any such shares of the Company Common Stock, in whole or in part, and no such
attempted transfer shall be treated as effective for any purpose; or (b) engage
in any transaction in respect to any shares of the Company Common Stock received
by the undersigned in the Private Offering or any interest therein, the intent
or effect of which is the effective economic disposition of such shares
(including, but not limited to, engaging in put, call, short-sale, straddle
or
similar market transactions) (the foregoing restrictions are referred to herein
as “
Lock-Up
Restrictions
”).
One-tenth
of the undersigned’s shares of the Company’s Common Stock acquired in the
Private Offering shall be released from the Lock-Up Restrictions on the date
that is ninety (90) days subsequent to the date on which the Company’s Common
Stock begins to be listed or quoted on either the New York Stock Exchange,
American Stock Exchange, NASDAQ Global Market, NASDAQ Capital Market or the
OTC
Bulletin Board (the “
Initial
Release Date
”),
and
the undersigned’s shares will automatically be released from the Lock-Up
Restrictions on a monthly basis after the Initial Release Date on a pro rata
basis over the next nine months, until all of the shares are released from
the
Lock-Up Restrictions. WestPark Capital, Inc., in its discretion, may release
from the Lock-up Restrictions some or all the undersigned’s shares of the
Company’s Common Stock earlier than the schedule set forth in this Lock-up
Agreement.
The
certificates evidencing the Company Common Stock received by the undersigned
in
the Private Offering bear a legend as set forth below and such legend shall
remain during the term of this Lock-Up Agreement as set forth
above:
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS
SET
FORTH IN THAT CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN HIGHPOWER TEXHNOLOGY
COMPANY, INC., A DELAWARE CORPORATION, AND THE HOLDER HEREOF (THE “LOCK-UP
AGREEMENT”), AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED,
PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF PRIOR TO THAT CERTAIN TIME PERIOD
DETAILED IN THE LOCK-UP AGREEMENT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE
LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) UPON THE EXPIRATION
OF THE TIME PERIOD SPECIFIED IN THE LOCK-UP AGREEMENT. A COPY OF THE LOCK-UP
AGREEMENT IS AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE
ISSUER.
[SIGNATURE
ON NEXT PAGE]
IN
WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement as of
the
date first written above.
________________________________________
Printed
Name of Holder
Signature_______________________________________
By:____________________________________________
Title
(if
applicable):________________________________
EXHIBIT
10.2
CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF THIS AGREEMENT
AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK (****) TO DENOTE
WHERE
OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONSUMER
BATTERY LICENSE AGREEMENT
Consumer
Battery License Agreement effective as of OBC’s receipt of the initial up-front
payment (the “Effective Date”) by and between Ovonic Battery Company, Inc., a
corporation of Delaware having a place of business at 1707 Northwood, Troy,
Michigan 48084 (“OBC”) and SHENZHEN HIGH POWER TECH. CO., LTD., a corporation of
China, having its Head Office at Luoshan Industry Zone, Shanxia, Pinghu,
Shenzhen, People Republic of China (‘‘SHENZHEN HIGH POWER”)
WHEREAS,
OBC has developed and continues to develop proprietary technology relating
to
rechargeable nickel metal hydride battery systems and owns intellectual property
rights, including worldwide patents, patent applications and know-how relating
thereto;
WHEREAS,
SHENZHEN HIGH POWER is a manufacturer of rechargeable batteries and has
developed and plans to sell rechargeable nickel metal hydride
batteries;
WHEREAS,
OBC desires to grant to SHENZHEN HIGH POWER and SHENZHEN HIGH POWER desires
to
obtain from OBC a license under OBC’s intellectual property rights, all subject
to the terms and conditions herein set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual promises and
obligations herein undertaken, the parties hereto hereby agree as
follows:
As
used
herein, the following terms shall, unless otherwise specifically noted, have
the
meanings as set forth below.
1.1
“Licensed
Patents” shall mean the worldwide patents and patent applications filed
thereupon as set forth in Appendix I attached hereto.
1.2
“Hydride
Batteries” shall mean one or more rechargeable nickel metal hydride
electrochemical ceil(s) employed alone or in combination.
1.3
“Licensed
Consumer Hydride Batteries” shall mean Hydride Batteries of all types, shapes
and configurations, for portable consumer applications, including but not
limited to cell phones, cameras, toys, power tools and computers, and that
embody or otherwise use the technologies described in the Licensed Patents.
The
use of such Hydride Batteries for all vehicular applications (including two
or
more wheeled vehicles and hybrid electric vehicles), whether for propulsion
or
SLI (starting, lighting and ignition) applications, is specifically
excluded.
1.4
“Net
Selling Price” shall mean the gross invoice price received by SHENZHEN HIGH
POWER from third parties in arms-length transactions in the ordinary course
of
business of Licensed Consumer Hydride Batteries as packed for shipment less
the
following deductions:
(a)
Trade
or
quantity discounts as well as bonuses and incentive allowances and rebates
granted to the customer.
(b)
Transportation,
packing costs and insurance charges on shipments to customers.
(c)
Sales,
use, value added and similar taxes, customs and other duties, paid on such
sale
by SHENZHEN HIGH POWER to any governmental agency (including the 17.5% tax
paid
in China on all goods).
(d)
Credits
for Licensed Consumer Hydride Batteries returned by the customer.
Where
Licensed Consumer Hydride Batteries are Otherwise Disposed Of, the Net Selling
Price thereof shall be deemed to be the average Net Selling Price billed by
SHENZHEN HIGH POWER or its Affiliates during the three month period preceding
the date the Licensed Consumer Hydride Batteries were Other Disposed
Of.
1.5
“Otherwise
Dispose Of” shall mean (a) the lease of, or (b) any sale, transfer or possession
or transfer of title to any third person for non-cash
consideration.
1.6
“Affiliate”
of either party shall mean any entity which is owned or controlled by such
party
through the ownership by such party of more than 50% of the voting stock of
such
entity; provided, however, that in any country where SHENZHEN HIGH POWER is
not
permitted by law to own more than 50% of the voting stock of a local company,
then such local company shall be deemed an Affiliate for purpose of this
Agreement if its business activities are substantially controlled by SHENZHEN
HIGH POWER.
2.1
OBC
hereby grants to SHENZHEN HIGH POWER a royalty-bearing, non-exclusive license
under Licensed Patents to make Licensed Consumer Hydride Batteries in the
Peoples Republic of China and a royalty-bearing, non-exclusive worldwide license
under Licensed Patents to use, sell, have sold and Otherwise Dispose Of Licensed
Consumer Hydride Batteries.
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ARTICLE
3
PAYMENTS
AND ROYALTIES
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3.1
As
an
initial non-refundable payment for the licenses and rights herein granted to
SHENZHEN HIGH POWER under this Agreement, SHENZHEN HIGH POWER shall pay to
OBC
the up-front fees, without subtraction or deduction of Chinese withholding
taxes, if any, pursuant to the schedule set forth in Appendix II attached
hereto.
3.2
In
addition to the lump sum payment under Article 3.1 above, SHENZHEN HIGH POWER
shall pay to OBC non-refundable running royalties, also pursuant to the schedule
set forth in Appendix II hereto, of the Net Selling Price of the Licensed
Consumer Hydride Batteries sold or Otherwise Disposed Of by SHENZHEN HIGH POWER
and its Affiliates (either directly or through sales representatives or agents)
in any country of the world during the period commencing on the Effective Date
of this Agreement and ending upon the expiration of the last to expire of the
Licensed Patents.
3.3
Notwithstanding
that a Licensed Consumer Hydride Battery may be covered by (i) the claims of
one
or more of the Licensed Patents or (ii) the claims of one or more of the
Licensed Patents in one or more countries throughout the world, SHENZHEN HIGH
POWER, in connection with the manufacture or sale of the Licensed Consumer
Hydride Batteries by SHENZHEN HIGH POWER, its successors or assigns shall be
obliged to pay a single royalty hereunder and only on the first sale of such
Licensed Consumer Hydride Batteries and not on any subsequent sale or resale
thereof and all end-users, distributors, customers, dealers, or suppliers of
SHENZHEN HIGH POWER, its successors or assigns of such Licensed Consumer Hydride
Batteries shall be licensed to use and/or sell the same.
3.4
All
statements submitted and all payments made pursuant to Article 3.1 and Article
3.2 herein shall be stated and made in U.S. legal tender at the selling rate
of
authorized foreign exchange bankers in various individual countries under the
license for transfers to New York in U.S. dollars on the date on which payments
are made as required hereunder.
|
|
ARTICLE
4
PAYMENTS,
REPORTS AND RECORDS
|
|
4.1
Within
sixty (60) days after September 30 and March 31 during the term hereof, unless
no royalty is due hereunder, SHENZHEN HIGH POWER shall provide to OBC a written
statement setting forth the amount of the royalties which shall become due
and
payable hereunder during such semi-annual period. Each such statement shall
set
forth in reasonable detail the basis on which the amount of such royalties
shall
have been determined, and shall be accompanied by payment of royalties
due.
4.2
SHENZHEN
HIGH POWER shall maintain full and accurate accounts and records of all data
necessary for the preparation of the statements submitted and the calculation
of
the royalties paid hereunder and shall retain such accounts and records relating
to each royalty payment made hereunder for a period of three (3) years after
the
date of each such payment. Such accounts and records shall be subject to audit
from time to time during normal business hours at the reasonable convenience
of
the parties hereto, but no more often than once during each calendar year,
by an
independent auditor appointed by OBC and approved in writing by SHENZHEN HIGH
POWER in advance of such audit, which approval shall not be unreasonably
withheld. Copies of any audit report shall be provided to SHENZHEN HIGH POWER.
The details of the audit shall be held in confidence by OBC.
|
|
ARTICLE
5
TERM
AND
TERMINATION
|
|
5.1
The
license shall take effect on the Effective Date of this Agreement and, unless
sooner terminated as provided herein, shall remain in effect until the date
of
expiration, lapse or termination of enforceability of the last to expire, lapse
or termination of enforceability of the Licensed Patents, unless terminated
earlier by SHENZHEN HIGH POWER by 30 days prior written notice to
OBC.
5.2
If
either
party shall be in material default of this Agreement and such material default
is not cured within ninety (90) days after the written notice of such material
default from the other party, then such other party shall have the right to
terminate this Agreement forthwith upon written notice to that effect to the
party in material default.
|
|
ARTICLE
6
CONFIDENTIALITY
|
|
6.1
All
unpublished data, know-how and information in any form received by either party
from the other party hereunder including, without limitation, information
embodied in samples and in other non-documentary form, shall be received and
maintained in confidence by the receiving party and shall not be disclosed
to
others without the prior written consent of the disclosing party or used by
the
receiving party except in accordance with the licenses granted as set forth
herein. The foregoing obligations shall not apply to any data, know-how and
information which 1) is or becomes available from another source such as,
without limitation, a public source, other than as a consequence of a breach
of
the obligations herein set forth or ii) has been or is independently developed
by the receiving party, or iii) within the knowledge or possession of the
receiving party before disclosure by the other party.
7.1
All
notices required or permitted to be given or made hereunder shall be in writing
and delivered personally or sent by pre-paid, certified or registered air mail
(or the functional equivalent in any foreign country), return receipt requested,
or by facsimile transmission to the intended recipient at its address or
facsimile number set out below. Any such notice shall deemed to have been duly
given immediately (if given or if made by confirmed facsimile), or three days
after mailing (if given or made by letter addressed to a location within the
country in which it is posted) or 14 days after mailing (if made or given by
letter addressed to a location outside the country in which it is posted),
and
in proving same it shall be sufficient to show that the envelope containing
the
same was duly addressed, stamped and posted, or that receipt of a facsimile
was
confirmed by the recipient. The addresses facsimile numbers of the parties
for
purposes of this Agreement are:
If
to
OBC, at:
Ovonic
Battery Company, Inc.
1707
Northwood
Troy,
Michigan 48084
(Attention:
President)
Facsimile:
(248) 280-1456
If
to
SHENZHEN HIGH POWER, at:
SHENZHEN
HIGH POWER TECH. CO., LTD.
Luoshan
Industry Zone
Shanxia,
Pinghu,
Shenzhen,
Peoples Republic of China
(Attention:
President)
Facsimile:
011 86 755 84651866
Telephone:
011 86 755 84652866
or
to
such other address as the party to receive such notice shall have designated
by
written notice to the other party hereto.
8.1
This
Agreement shall be governed and construed and the relations between the parties
determined in all respects by the laws of the United States and of the State
of
Michigan.
|
|
ARTICLE
9
ENTIRE
AGREEMENT AND AMENDMENTS
|
|
9.1
This
Agreement sets forth the entire understanding of the parties relating to the
subject matter hereof and cancels and supersedes all other agreements or
understandings relating to such subject matter. No amendment or modification
of
this Agreement shall be valid or binding upon the parties unless made in writing
and signed on behalf of the parties by their respective duly authorized
representatives.
10.1
Neither
this Agreement nor any of the rights, duties or obligations hereof shall be
assignable by either party without the express prior written consent of the
other party.
|
|
ARTICLE
11
GENERAL
TERMS AND CONDITIONS
|
|
11.1
Should
any provision of this Agreement be declared unenforceable for any reason or
found contrary to any Government or State statute, said provision will
automatically cease to be a part of this Agreement without affecting any other
provision or obligation thereof.
11.2
The
waiver of any breach or non-enforcement of any provision of this Agreement
shall
not be construed to constitute a waiver of any other breach or provision
hereof.
11.3
Nothing
contained herein shall constitute a license for either party to utilize in
the
marketing of its products, the trademarks, tradenames, or identifying code
numbers of the other party.
12.1
The
parties hereto shall not be liable in any manner for failure or delay in
fulfillment of all or any part of this Agreement by reason, directly or
indirectly, of any causes or circumstances beyond their control, including
Acts
of God, Governmental orders or restrictions, war, war-like conditions,
hostilities, sanctions, mobilization, embargo, detention, revolution, riot,
looting, strike, lockout, plague, or other epidemics, fire or
flood.
|
|
ARTICLE
13
REPRESENTATIONS
AND WARRANTIES
|
|
13.1
OBC
represents and warrants that it has the right to grant the licenses herein
granted under the Licensed Patents, that it has the right to enter into this
Agreement and that there are no outstanding assignments, grants, licenses,
encumbrances, obligations or agreements, either written, oral or implied,
inconsistent with this Agreement.
|
|
ARTICLE
14
DISPUTE
RESOLUTION
|
|
14.1
OBC
and
SHENZHEN HIGH POWER shall thoroughly explore all possibilities to resolve
amicably all disputes, controversies, or differences, which may arise between
the parties hereto. If despite the exercise of due diligence by both parties,
an
amicable settlement cannot be reached, any controversy or claim between or
among
the parties arising out of or relating to the Licensed Patents or to this
Agreement or any agreements or instruments relating hereto, or delivered in
connection herewith or the breach thereof and any claim based on or arising
from
an alleged tort related to this Agreement, shall at the request of either party
be determined by arbitration.
The
arbitration shall be conducted in accordance with the United States Arbitration
Act 9 U.S.C. Subsec. 1-16, notwithstanding any choice of law provision in this
Agreement and under the auspices and Commercial Arbitration Rules of the London
Court of International Arbitration (“LCIA”) then in effect except where modified
in this Agreement. The arbitration shall be held in London, England, or another
city selected by mutual written agreement of the parties.
The
matter will be resolved by a sole arbitrator selected by mutual agreement of
the
parties hereto, or, If the parties cannot agree, by the LCIA; however, If the
value of any party’s claim exceeds an amount of $5,000,000, exclusive of
interest and attorney’s fees, it will be resolved by three (3) arbitrators. If
the matter is to be resolved by a sole arbitrator, she/he must have relevant
technical qualifications. In case of the three arbitrators, each side will
select one arbitrator and the third arbitrator will be selected by the LCIA
and
will also have relevant technical qualifications.
The
arbitrator(s) are empowered to award all damages otherwise available under
the
terms of this Agreement. The arbitrators shall have the discretion to order
a
pre-hearing exchange of information by the parties, including production of
requested documents, exchange of summaries of testimony and proposed witnesses,
and examination by deposition of parties. If disputes arise concerning these
requests, the arbitrator(s) shall have sole and complete discretion to determine
the disputes. In resolving the dispute and determining awards, the arbitrator(s)
shall give effect to the applicable law. The arbitrator(s) shall give effect
to
statutes of limitation in determining any claim, and any controversy concerning
whether an issue is arbitratable shall be determined by the arbitrator(s).
The
arbitrator(s) shall deliver a written opinion setting forth findings of fact
and
the rationale for the decision. The section of this Agreement titled
Confidentiality shall apply to the arbitration proceeding, all evidence taken
and the opinion.
The
award
of such arbitration shall be final and binding upon the parties hereto and
may
be executed in any court having a competent jurisdiction. All costs and expenses
in connection with the arbitration (other than fees of counsel) shall be borne
equally by the parties. In no event shall the arbitrator(s) award punitive,
exemplary or similar damages.
|
|
ARTICLE
15
MOST
FAVORED TERMS
|
|
15.1
If,
after
the Effective Date hereof, OBC grants to any third party, a license under
Licensed Patents of the same or similar scope as the license herein granted
to
make and sell Licensed Consumer Hydride Batteries at royalty rates more
favorable to such licensee than those set forth herein, OBC shall give written
notice to SHENZHEN HIGH POWER to that effect and such more favorable royalty
rates shall apply to SHENZHEN HIGH POWER hereunder effective as of the date
of
such grant to such other party.
|
|
ARTICLE
16
REPORTING
OF SEMI-ANNUAL SALES
|
|
16.1
Concurrently
with forwarding its running royalty reports to OBC, SHENZHEN HIGH POWER shall
also state the number of nickel metal hydride batteries it produced, the number
of nickel metal hydride batteries it sold and the safe price of such sold
batteries. Failure to provide all of the above information on a semi-annual
basis shall constitute a material breach of this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized representatives as of the date first above
written.
|
SHENZHEN
HIGH POWER TECH. CO., LTD.
|
|
OVONIC
BATTERY COMPANY, INC.
|
|
|
|
|
|
BY:
/s/
George
Pan
|
|
BY:
/s/
Stanford R.
Ovshinsky
Stanford
R. Ovshinsky
|
|
|
|
|
|
TITLE:
President
|
|
TITLE:
Chairman
& Chief Executive
Officer
|
|
|
|
|
|
DATE:
May
14,
2004
|
|
DATE:
|
APPENDIX
I
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
2045.1
GBRI
|
|
96939571.4
07NO1996
|
|
EP0947013
|
|
30JA2002
|
|
BETA
TO GAMMA PHASE CYCLEABLE
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROCHEMICALLY
ACTIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
NICKEL
HYDROXIDE MATERIAL
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2045.1
GERM
|
|
96939571.4
07NO1996
|
|
69618993.3
|
|
30JA2002
|
|
BETA
TO GAMMA PHASE CYCLEABLE
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROCHEMICALLY
ACTIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
NICKEL
HYDROXIDE MATERIAL
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2045.1
KORS
|
|
703349/98
07NO1996
|
|
404797
|
|
28OC2003
|
|
BETA
TO GAMMA PHASE CYCLEABLE
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROCHEMICALLY
ACTIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
NICKEL
HYDROXIDE MATERIAL
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2045.1
FRAN
|
|
96939571.4
07NO1996
|
|
EPO947013
|
|
30JA2002
|
|
BETA
TO GAMMA PHASE CYCLEABLE
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROCHEMICALLY
ACTIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
NICKEL
HYDROXIDE MATERIAL
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2045.1
USA
|
|
08/554429
06NO1995
|
|
5905003
|
|
18MY1999
|
|
BETA
TO GAMMA PHASE CYCLEABLE
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROCHEMICALLY
ACTIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
NICKEL
HYDROXIDE MATERIAL
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2052
USA
|
|
08/614779
08MR1996
|
|
6019955
|
|
01FE2000
|
|
ACTIVE
NICKEL HYDROXIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
HAVING CONTROLLED
|
|
YOUNG
ROSA
|
|
|
|
|
|
WATER
CONTENT
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
KUMAR
SURESH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2061
JAPA
|
|
2000-544843
20AP1999
|
|
|
|
|
|
IMPROVED
HYDROGEN STORAGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ALLOYS
AND METHODS AND
|
|
YOUNG
ROSA
|
|
|
|
|
|
IMPROVED
NICKEL METAL HYDRIDE
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
ELECTRODES
AND BATTERIES USING
|
|
|
|
|
|
|
|
SAME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2061
USA
|
|
09/064543
22AP1998
|
|
6210498
|
|
03AP2001
|
|
IMPROVED
HYDROGEN STORAGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ALLOYS
AND METHODS AND
|
|
YOUNG
ROSA
|
|
|
|
|
|
IMPROVED
NICKEL METAL HYDRIDE
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
ELECTRODES
AND BATTERIES USING
|
|
|
|
|
|
|
|
SAME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2062.1
USA
|
|
09/248502
09FE1999
|
|
|
|
|
|
METHOD
AND APPARTUS FOR
|
|
GANZA
NIKOLAI
|
|
|
|
|
|
CONTINUOUS
SPIN MELT CASTING
|
|
IIJENKO
EVGENY
|
|
|
|
|
|
OF
MATERIALS
|
|
LOSITSKIY
ANATOLY
|
|
|
|
|
|
|
|
LYBNIN
VICTOR
|
|
|
|
|
|
|
|
MYASNIKOV
VITALY
|
|
|
|
|
|
|
|
RODCHENKOV
NIKOLAI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
2066
TAIW
|
|
89109208
15MY2000
|
|
I227276
|
|
01FE2005
|
|
ELECTROCHEMICALLY
STABILIZED
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CaNi5
ALLOYS AND ELECTRODES
|
|
YOUNG
ROSA T
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2066
USA
|
|
09/314380
19MY1999
|
|
6524745
|
|
25FE2003
|
|
ELECTROCHEMICALLY
STABILIZED
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CaNi5
ALLOYS AND ELECTRODES
|
|
YOUNG
ROSA T
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2070
CANA
|
|
2416704
17JL2001
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
TING
JASON
|
|
|
|
|
|
STORAGE
ALLOYS FOR NICKEL
|
|
HABEL
ULRIKE
|
|
|
|
|
|
METAL
HYDRIDE BATTERIES, FUEL
|
|
PERETTI
MICHAEL W
|
|
|
|
|
|
CELLS
AND METHODS OF
|
|
EISEN
WILLIAM B
|
|
|
|
|
|
MANUFACTURING
SAME
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2070
EPC
|
|
01957169.4
17JL2001
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
TING
JASON
|
|
|
|
|
|
STORAGE
ALLOYS FOR NICKEL
|
|
HABEL
ULRIKE
|
|
|
|
|
|
METAL
HYDRIDE BATTERIES, FUEL
|
|
PERETTI
MICHAEL W
|
|
|
|
|
|
CELLS
AND METHODS OF
|
|
EISEN
WILLIAM B
|
|
|
|
|
|
MANUFACTURING
SAME
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2070
USA
|
|
09/617162
17JL2000
|
|
6500583
|
|
31DE2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
TING
JASON
|
|
|
|
|
|
STORAGE
ALLOYS FOR NICKEL
|
|
HABEL
ULRIKE
|
|
|
|
|
|
METAL
HYDRIDE BATTERIES, FUEL
|
|
PERETTI
MICHAEL W
|
|
|
|
|
|
CELLS
AND METHODS OF
|
|
EISEN
WILLIAM B
|
|
|
|
|
|
MANUFACTURING
SAME
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2070
JAPA
|
|
2002-513033
17JL2001
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
TING
JASON
|
|
|
|
|
|
STORAGE
ALLOYS FOR NICKEL
|
|
HABEL
ULRIKE
|
|
|
|
|
|
METAL
HYDRIDE BATTERIES, FUEL
|
|
PERETTI
MICHAEL W
|
|
|
|
|
|
CELLS
AND METHODS OF
|
|
EISEN
WILLIAM B
|
|
|
|
|
|
MANUFACTURING
SAME
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2070
TAIW
|
|
90117625
17JL2001
|
|
172298
|
|
21JA2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
TING
JASON
|
|
|
|
|
|
STORAGE
ALLOYS FOR NICKEL
|
|
HABEL
ULRIKE
|
|
|
|
|
|
METAL
HYDRIDE BATTERIES, FUEL
|
|
PERETTI
MICHAEL W
|
|
|
|
|
|
CELLS
AND METHODS OF
|
|
EISEN
WILLIAM B
|
|
|
|
|
|
MANUFACTURING
SAME
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
BELG
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0024
CANA
|
|
553090
30NO1987
|
|
1287874
|
|
20AU1991
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
FRAN
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
GBRI
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
GERW
|
|
EP0273625
11DE1987
|
|
3787001.7
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
ISRA
|
|
84957
28DE1987
|
|
84957
|
|
30JE1992
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
ITAL
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
JAPA
|
|
329400/87
25DE1987
|
|
2927430
|
|
14MY1999
|
|
METHOD
OF ACTIVATING A
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
RECHARGEABLE
HYDROGEN STORAGE
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
NEGATIVE
ELECTRODE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0024
KORS
|
|
15226/87
29DE1987
|
|
111997
|
|
13FE1997
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
MEXI
|
|
9956
29DE1987
|
|
170926
|
|
22SE1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
ELECTRODO ACTIVADO Y
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
RECARGABLE
DE ALMACENAMIENTO
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
DE
HIDROGENO Y METODO
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
NETH
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
ASTL
|
|
83038/87
24DE1987
|
|
604517
|
|
20DE1990
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
SPAI
|
|
87310935.9
11DE1987
|
|
EP0273625
|
|
11AU1993
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0024
TAIW
|
|
76107530
09DE1987
|
|
NI-35609
|
|
11AP1990
|
|
ACTIVATED
RECHARGEABLE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDROGEN
STORAGE ELECTRODE AND
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
METHOD
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
JEFFRIES
KENNETH
|
|
|
|
|
|
|
|
STAHL
SHARON
|
|
|
|
|
|
|
|
BENNETT
CLIFFORD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
CANA
|
|
2021806
24JL1990
|
|
2021806
|
|
28DE1999
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0036
FRAN
|
|
90810560.4
20JL1990
|
|
EPO410935
|
|
21SE1994
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
GBRI
|
|
90810560.4
20JL1990
|
|
EP0410935
|
|
21SE1994
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
GERW
|
|
EP0410935
20JL1990
|
|
P69012700.6-
|
|
08
21SE1994
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
BRAZ
|
|
PI9003562
23JL1990
|
|
PI9003562-3
|
|
16NO1999
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
ITAL
|
|
90810560.4
20JL1990
|
|
EPO410935
|
|
21SE1994
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
USA
|
|
383693
24JL1989
|
|
5002730
|
|
26MR1991
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
JAPA
|
|
196027/90
24JL1990
|
|
3211960
|
|
19JL2001
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
MEXI
|
|
21701
24JL1990
|
|
166491
|
|
12JA1993
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0036
TAIW
|
|
79106612
09AU1990
|
|
NI-54003
|
|
13MY1992
|
|
PREPARATION
OF VANADIUM RICH
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
|
|
|
|
|
|
MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
FRAN
|
|
90810559.6
20JL1990
|
|
EP0409794
|
|
17MY1995
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0037
GERW
|
|
90810559.6
20JL1990
|
|
P69019428.5-
|
|
08
17MY1995
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
CANA
|
|
2021657
20JL1990
|
|
2021657
|
|
09NO1999
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
JAPA
|
|
192861/90
20JL1990
|
|
3034915
|
|
18FE2000
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
USA
|
|
382599
21JL1989
|
|
4948423
|
|
14AU1990
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
KORS
|
|
11136/90
21JL1990
|
|
178972
|
|
26NO1998
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
MEXI
|
|
21679
20JL1990
|
|
173,808
|
|
29MR1994
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0037
TAIW
|
|
79106739
13AU1990
|
|
NI-56628
|
|
21SE1992
|
|
ALLOY
PREPARATION OF HYDROGEN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
STORAGE
ALLOY MATERIAL
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0046
JAPA
|
|
336754/87
28DE1987
|
|
2799389
|
|
10JL1998
|
|
ENHANCED
CHARGE RETENTION
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
STORAGE
ALLOYS AND AN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ENHANCEDCHARGE
RETENTION
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0046
MEXI
|
|
9853
21DE1987
|
|
169072
|
|
21JE1993
|
|
ENHANCED
CHARGE RETENTION
|
|
VENKATESAN
SRINI
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
STORAGE
ALLOYS AND AN
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ENHANCEDCHARGE
RETENTION
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0049A
USA
|
|
157190
18FE1988
|
|
4822377
|
|
18AP1989
|
|
METHOD
FOR SEALING AN
|
|
WOLFF
MERLE
|
|
|
|
|
|
ELECTROCHEMICAL
CELL
|
|
|
|
|
|
|
|
EMPLOYINGAN
IMPROVED
|
|
|
|
|
|
|
|
REINFORCED
COVER ASSEMBLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050
ISRA
|
|
088672
13DE1988
|
|
88672
|
|
16OC1992
|
|
METHOD
FOR THE CONTINUOUS
|
|
WOLFF
MERLE
|
|
|
|
|
|
FABRICATION
OF HYDROGEN
|
|
NUSS
MARK A
|
|
|
|
|
|
STORAGE
ALLOY NEGATIVE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODES
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050
JAPA
|
|
76398/89
28MR1989
|
|
2868529
|
|
25DE1998
|
|
METHOD
FOR THE CONTINUOUS
|
|
WOLFF
MERLE
|
|
|
|
|
|
FABRICATION
OF HYDROGEN
|
|
NUSS
MARK A
|
|
|
|
|
|
STORAGE
ALLOY NEGATIVE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODES
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050
USA
|
|
185598
25AP1988
|
|
4820481
|
|
11AP1989
|
|
METHOD
FOR THE CONTINUOUS
|
|
WOLFF
MERLE
|
|
|
|
|
|
FABRICATION
OF HYDROGEN
|
|
NUSS
MARK A
|
|
|
|
|
|
STORAGE
ALLOY NEGATIVE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODES
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050
MEXI
|
|
15796
25AP1989
|
|
166204
|
|
23DE1992
|
|
METHOD
FOR THE CONTINUOUS
|
|
WOLFF
MERLE
|
|
|
|
|
|
FABRICATION
OF HYDROGEN
|
|
NUSS
MARK A
|
|
|
|
|
|
STORAGE
ALLOY NEGATIVE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODES
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050.1
JAPA
|
|
96140/90
11AP1990
|
|
2851681
|
|
13NO1998
|
|
IMPROVED
METHOD FOR THE
|
|
WOLFF
MERLE
|
|
|
|
|
|
CONTINUOUS
FABRICATION OF
|
|
NUSS
MARK A
|
|
|
|
|
|
COMMINUTED
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ALLOY
MATERIAL NEGATIVE
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
ELECTRODES
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LA
ROCCA JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0050.1
USA
|
|
308289
09FE1989
|
|
4915898
|
|
10AP1990
|
|
METHOD
FOR THE CONTINUOUS
|
|
WOLFF
MERLE
|
|
|
|
|
|
FABRICATION
OF COMMINUTED
|
|
NUSS
MARK A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
MATERIAL
NEGATIVE ELECTRODES
|
|
LIJOI
ANDREA A
|
|
|
|
|
|
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
|
|
LA
ROCCA JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0052
JAPA
|
|
247838/89
22SE1989
|
|
2941860
|
|
18JE1999
|
|
HYDRIDE
REACTOR APPARATUS FOR
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
COMMINUTION OF METAL
|
|
KAATZ
THOMAS
|
|
|
|
|
|
HYDRIDE
HYDROGEN STORAGE
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
MATERIAL
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0052
KORS
|
|
13639/89
22SE1989
|
|
143562
|
|
09AP1998
|
|
HYDRIDE
REACTOR APPARATUS FOR
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
COMMINUTION OF METAL
|
|
KAATZ
THOMAS
|
|
|
|
|
|
HYDRIDE
HYDROGEN STORAGE
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
MATERIAL
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0052
CANA
|
|
613209
26SE1989
|
|
1332271
|
|
11OC1994
|
|
HYDRIDE
REACTOR APPARATUS FOR
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
COMMINUTION OF METAL
|
|
KAATZ
THOMAS
|
|
|
|
|
|
HYDRIDE
HYDROGEN STORAGE
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
MATERIAL
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0052
USA
|
|
247569
22SE1988
|
|
4893756
|
|
16JA1990
|
|
HYDRIDE
REACTOR APPARATUS FOR
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
COMMINUTION OF METAL
|
|
KAATZ
THOMAS
|
|
|
|
|
|
HYDRIDE,
HYDROGEN STORAGE
|
|
SUMNER
STEVEN P
|
|
|
|
|
|
MATERIAL
|
|
LAROCCA
JOSEPH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
CHIN
|
|
93105043.X
07MY1993
|
|
93105043.X
|
|
23OC1999
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
FRAN
|
|
93911083.9
05MY1993
|
|
EP0639295
|
|
31JA2001
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
GBRI
|
|
93911083.9
05MY1993
|
|
EP0639295
|
|
31JA2001
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
GERW
|
|
93911083.9
05MY1993
|
|
69329906.1-0
|
|
8
31JA2001
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
INDI
|
|
282MAS93
26AP1993
|
|
180018
|
|
09OC1998
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
CANA
|
|
2117748
05MY1993
|
|
2117748
|
|
25MR1997
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
ITAL
|
|
93911083.9
05MY1993
|
|
EP0639295
|
|
31JA2001
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0053
USA
|
|
879823
07MY1992
|
|
5330861
|
|
19JL1994
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
KORS
|
|
703921/94
07MY1993
|
|
262778
|
|
08MY2000
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
MEXI
|
|
932646
07MY1993
|
|
183861
|
|
23JA1997
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
RUSS
|
|
94046043/07
05MY1993
|
|
2121198
|
|
05MY1993
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0053
TAIW
|
|
82103245
07MY1993
|
|
103488
|
|
11MY1999
|
|
METAL
HYDRIDE CELLS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND CHARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
RETENTION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0056
USA
|
|
624953
10DE1990
|
|
5171647
|
|
15DE1992
|
|
HYDROGEN
CONTAINMENT COVER
|
|
DEAN
KEVIN
|
|
|
|
|
|
ASSEMBLY
FOR SEALING THE CELL
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
CAN
OF A RECHARGEABLE ELECTRO
|
|
OVSHINSKY
HERBERT C
|
|
|
|
|
|
CHEMICAL
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
CELL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058
USA
|
|
441489
24NO1989
|
|
5096667
|
|
17MR1992
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
1
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
CHIN
|
|
90110351.9
23NO1990
|
|
90110351.9
|
|
23OC1999
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
FRAN
|
|
91902344.0
20NO1990
|
|
EP0502127
|
|
20NO1990
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE IN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0058.1
GBRI
|
|
91902344.0
20NO1990
|
|
EP0502127
|
|
20NO1990
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE IN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
GERW
|
|
91902344.0
20NO1990
|
|
P69033776.0-
|
|
08
20NO1990
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE IN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
ISRA
|
|
96391
19NO1990
|
|
96391
|
|
27AU1995
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
CANA
|
|
2068408
20NO1990
|
|
2068408
|
|
18AP2000
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
JAPA
|
|
502666/91
20NO1990
|
|
3155550
|
|
02FE2001
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
USA
|
|
515020
26AP1990
|
|
5104617
|
|
14AP1992
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
KORS
|
|
701214/92
20NO1990
|
|
144843
|
|
23AP1998
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.1
MEXI
|
|
23451
23NO1990
|
|
176343
|
|
19OC1994
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0058.1
RUSS
|
|
5052209.26
20NO1990
|
|
2091498
|
|
20NO1990
|
|
CATALYTIC
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ELECTRODE
MATERIALS FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INELECTROCHEMICAL
CELLS AND
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
THE MATERIALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.2
USA
|
|
746015
14AU1991
|
|
5238756
|
|
24AU1993
|
|
ELECTRODE
ALLOY HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
DECREASED
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
OVERPRESSURE
AND/ OR LOW
|
|
KAJITA
KOZO
|
|
|
|
|
|
SELF-DISCHARGE
|
|
HIROTA
MASAYUKI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.3
JAPA
|
|
506599/94
25AU1993
|
|
3741714
|
|
18NO2005
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM THESE ALLOYS
|
|
|
|
|
|
|
|
HAVING
SIGNIFICANTLY IMPROVED
|
|
|
|
|
|
|
|
PERFORMANCE
CHARACTERISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.3
KORS
|
|
700714/95
25AU1993
|
|
287196
|
|
20JA2001
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM THESE ALLOYS
|
|
|
|
|
|
|
|
HAVING
SIGNIFICANTLY IMPROVED
|
|
|
|
|
|
|
|
PERFORMANCE
CHARACTERISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.3
CANA
|
|
2142118
25AU1993
|
|
2142118
|
|
29SE1998
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM THESE ALLOYS
|
|
|
|
|
|
|
|
HAVING
SIGNIFICANTLY IMPROVED
|
|
|
|
|
|
|
|
PERFORMANCE
CHARACTERISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.3
USA
|
|
934976
25AU1992
|
|
5277999
|
|
11JA1994
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM THESE ALLOYS
|
|
|
|
|
|
|
|
HAVING
SIGNIFICANTLY IMPROVED
|
|
|
|
|
|
|
|
PERFORMANCE
CHARACTERISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.4
USA
|
|
08/136066
14OC1993
|
|
5407761
|
|
18AP1995
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM THESE ALLOYS
|
|
HIROTA
MASAYUKI
|
|
|
|
|
|
HAVING
SIGNIFICANTLY IMPROVED
|
|
|
|
|
|
|
|
CAPACITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
CANA
|
|
2215666
04AP1996
|
|
2215666
|
|
30DE2003
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0058.5
FRAN
|
|
96910746.5
04AP1996
|
|
EP0823134
|
|
20OC2004
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
GBRI
|
|
96910746.5
04AP1996
|
|
EP0823134
|
|
20OC2004
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
GERM
|
|
96910746.5
04AP1996
|
|
69633665.0-0
|
|
8
20OC2004
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
JAPA
|
|
8-531770
04AP1996
|
|
3241047
|
|
19OC2001
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
BRAZ
|
|
PI9608176-7
04AP1996
|
|
PI9608176-7
|
|
28MY2002
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
KORS
|
|
707315/97
04AP1996
|
|
370645
|
|
20JA2003
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
USA
|
|
08/423072
17AP1995
|
|
5536591
|
|
16JL1996
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
MEXI
|
|
977964
04AP1996
|
|
194791
|
|
06JA2000
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5
TAIW
|
|
85104502
16AP1996
|
|
85994
|
|
01AP1997
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0058.5D
EPC
|
|
03013472.0
25JE2003
|
|
|
|
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5D1
JAPA
|
|
11-330602
04AP1996
|
|
|
|
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0058.5D2
JAPA
|
|
2001-221951
04AP1996
|
|
|
|
|
|
IMPROVED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS FOR
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
NICKEL
METAL HYDRIDE BATTERIES
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0059
USA
|
|
509524
16AP1990
|
|
5135589
|
|
04AU1992
|
|
METASTABLE
HYDROGEN STORAGE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
ALLOY
MATERIAL AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
INCORPORATING
SAME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0062
USA
|
|
910956
09JL1992
|
|
5327784
|
|
12JL1994
|
|
APPARATUS
FOR MEASURING THE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
PRESSURE
INSIDE A RECHARGEABLE
|
|
BURKE
GEORGE
|
|
|
|
|
|
CELL
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
FRAN
|
|
94901416.1
10NO1993
|
|
EPO667982
|
|
28AP1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
MICHAEL
A. FETCENKO
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
GBRI
|
|
94901416.1
10NO1993
|
|
EP0667982
|
|
28AP1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
MICHAEL
A. FETCENKO
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
GERM
|
|
EPO667982
10NO1993
|
|
69324700.2
|
|
28AP1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
MICHAEL
A. FETCENKO
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
KORS
|
|
701895/95
12MY1995
|
|
291691
|
|
15MR2001
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
MICHAEL
A. FETCENKO
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0063
NETH
|
|
94901416.1
10NO1993
|
|
EPO667982
|
|
28AP1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
MICHAEL
A. FETCENKO
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
CANA
|
|
2146370
10NO1993
|
|
2146370
|
|
20AP1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND,
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063
USA
|
|
975031
12NO1992
|
|
5344728
|
|
06SE1994
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.1
FRAN
|
|
94909274.6
07MR1994
|
|
EP0688470
|
|
07OC1998
|
|
DISORDERED
NICKEL HYDROXIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POSITIVE
ELECTRODE MATERIAL
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.1
GBRI
|
|
94909274.6
07MR1994
|
|
EP0688470
|
|
07OC1998
|
|
DISORDERED
NICKEL HYDROXIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POSITIVE
ELECTRODE MATERIAL
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.1
CANA
|
|
2157484
07MR1994
|
|
2157484
|
|
06JL1999
|
|
CHEMICALLY
AND COMPOSITIONALLY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MODIFIED
SOLID SOLUTION
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
DISORDERED
MULTIPHASE NICKEL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
YOUNG
ROSA
|
|
|
|
|
|
FOR
ALKALINE RECHARGEABLE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.1
GERW
|
|
EP0688470
07MR1994
|
|
69413806.1
|
|
07OC1998
|
|
DISORDERED
NICKEL HYDROXIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POSITIVE
ELECTRODE MATERIAL
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0063.1
USA
|
|
08/027973
08MR1993
|
|
5348822
|
|
20SE1994
|
|
DISORDERED
NICKEL HYDROXIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POSITIVE
ELECTRODE MATERIAL
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.2
USA
|
|
08/232782
20AP1994
|
|
5637423
|
|
10JE1997
|
|
COMPOSITIONALLY
AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STRUCTURALLY
DISORDERED
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
MULTIPHASE
NICKEL HYDROXIDE
|
|
VENKENTASAN
SRINI
|
|
|
|
|
|
POSITIVE
ELECTRODE FOR
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
ALKALINE
RECHARGEABLE
|
|
|
|
|
|
|
|
ELECTROCHEMICAL
CELLS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.3
EPC
|
|
95940554.9
25OC1995
|
|
|
|
|
|
ENHANCED
NICKEL METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHALE A
|
|
|
|
|
|
MATERIALS
FOR ALKALINE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
RECHARGEABLE
ELECTROCHEMICAL
|
|
GIFFORD
PAUL R
|
|
|
|
|
|
CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
BENSON
PETER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.3
JAPA
|
|
8-515348
25OC1995
|
|
3856823
|
|
13DE2006
|
|
ENHANCED
NICKEL METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHALE A
|
|
|
|
|
|
MATERIALS
FOR ALKALINE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
RECHARGEABLE
ELECTROCHEMICAL
|
|
GIFFORD
PAUL R
|
|
|
|
|
|
CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
BENSON
PETER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.3
CANA
|
|
2203238
25OC1995
|
|
|
|
|
|
ENHANCED
NICKEL METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHALE A
|
|
|
|
|
|
MATERIALS
FOR ALKALINE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
RECHARGEABLE
ELECTROCHEMICAL
|
|
GIFFORD
PAUL R
|
|
|
|
|
|
CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
BENSON
PETER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.3
USA
|
|
08/333457
02NO1994
|
|
5523182
|
|
04JE1996
|
|
ENHANCED
NICKEL METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
MATERIALS
FOR ALKALINE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
RECHARGEABLE
ELECTROCHEMICAL
|
|
GIFFORD
PAUL R
|
|
|
|
|
|
CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
BENSON
PETER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.3D
JAPA
|
|
2005-243232
24AU2005
|
|
|
|
|
|
ENHANCED
NICKEL METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHALE A
|
|
|
|
|
|
MATERIALS
FOR ALKALINE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
RECHARGEABLE
ELECTROCHEMICAL
|
|
GIFFORD
PAUL R
|
|
|
|
|
|
CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
BENSON
PETER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0063.4
USA
|
|
08/300610
02SE1994
|
|
5569563
|
|
29OC1996
|
|
A
NICKEL METAL HYDRIDE BATTERY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONTAINING
A MODIFIED
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
DISORDERED
MULTIPHASE NICKEL
|
|
BENSON
PETER
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
FIERRO
CRISTIAN A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.5
JAPA
|
|
9-507683
22JL1996
|
|
|
|
|
|
NICKEL
BATTERY ELECTRODE WITH
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
MULTIPLE
COMPOSITION NICKEL
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
ACTIVE MATERIALS
|
|
MARTIN
FRANKLIN J.
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.5
KORS
|
|
700513/98
22JL1996
|
|
418283
|
|
30JA2004
|
|
NICKEL
BATTERY ELECTRODE WITH
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
MULTIPLE
COMPOSITION NICKEL
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
ACTIVE MATERIALS
|
|
MARTIN
FRANKLIN J.
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.5
USA
|
|
08/506058
24JL1995
|
|
5861225
|
|
19JA1999
|
|
NICKEL
BATTERY ELECTRODE WITH
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
MULTIPLE
COMPOSITION NICKEL
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
ACTIVE MATERIALS
|
|
MARTIN
FRANKLIN J.
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.5
MEXI
|
|
980695
22JL1996
|
|
201615
|
|
27AP2001
|
|
NICKEL
BATTERY ELECTRODE WITH
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
MULTIPLE
COMPOSITION NICKEL
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
ACTIVE MATERIALS
|
|
MARTIN
FRANKLIN J.
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
XU
LIWEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.6
CANA
|
|
2199030
08SE1995
|
|
|
|
|
|
A
NICKEL METAL HYDRIDE BATTERY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONTAINING
A MODIFIED
|
|
YOUNG
ROSA
|
|
|
|
|
|
DISORDERED
MULTIPHASE NICKEL
|
|
|
|
|
|
|
|
ALUMINUM
BASED POSITIVE
|
|
|
|
|
|
|
|
ELECTRODE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.6
EPC
|
|
95932411.2
08SE1995
|
|
|
|
|
|
A
NICKEL METAL HYDRIDE BATTERY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONTAINING
A MODIFIED
|
|
YOUNG
ROSA
|
|
|
|
|
|
DISORDERED
MULTIPHASE NICKEL
|
|
|
|
|
|
|
|
ALUMINUM
BASED POSITIVE
|
|
|
|
|
|
|
|
ELECTRODE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0063.6
USA
|
|
08/308764
19SE1994
|
|
5567549
|
|
22OC1996
|
|
A
NICKEL METAL HYDRIDE BATTERY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONTAINING
A MODIFIED
|
|
YOUNG
ROSA
|
|
|
|
|
|
DISORDERED
MULTIPHASE NICKEL
|
|
|
|
|
|
|
|
ALUMINUM
BASED POSITIVE
|
|
|
|
|
|
|
|
ELECTRODE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0063.7
USA
|
|
08/782863
13JA1997
|
|
5948564
|
|
07SE1999
|
|
OPTIMIZED
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
FOR
ALKALINE CELLS
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
VENKENTASAN
SRINI
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0064
USA
|
|
014965
08FE1993
|
|
5258242
|
|
02NO1993
|
|
ELECTROCHEMICAL
CELL HAVING
|
|
DEAN
KEVIN
|
|
|
|
|
|
IMPROVED
PRESSURE VENT
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0065.1
EPC
|
|
95917798.1
01MY1995
|
|
|
|
|
|
OPTIMIZED
CELL PACK FOR LARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
SEALED
NICKEL-METAL HYDRIDE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
BATTERIES
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
DEAN
KEVIN
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0065.1
USA
|
|
08/238570
05MY1994
|
|
5558950
|
|
24SE1996
|
|
OPTIMIZED
CELL PACK FOR LARGE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
SEALED
NICKEL METAL HYDRIDE
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
BATTERIES
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
DEAN
KEVIN
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066
USA
|
|
08/140933
25OC1993
|
|
5472802
|
|
05DE1995
|
|
SEALED
HYDRIDE BATTERIES
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
INCLUDING
A NEW LID TERMINAL
|
|
DEAN
KEVIN
|
|
|
|
|
|
SEAL
AND ELECTRODE TAB
|
|
FILLMORE
DONN
|
|
|
|
|
|
COLLECTING
COMB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
ASTL
|
|
17034/97
13JA1997
|
|
737894
|
|
13JA1997
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
USA
|
|
08/544223
17OC1995
|
|
5879831
|
|
09MR1999
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0066.1
BRAZ
|
|
PI
9714286-7 13JA1997
|
|
PI9714286-7
|
|
31JA2006
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
CANA
|
|
2276569
13JA1997
|
|
2276569
|
|
14NO2006
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
EPC
|
|
97902993.1
13JA1997
|
|
|
|
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
JAPA
|
|
10-530823
13JA1997
|
|
|
|
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
KORS
|
|
7006292/99
13JA1997
|
|
422175
|
|
26FE2004
|
|
FLUID
COOLED BATTERY-PACK
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
SYSTEM
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
MEXI
|
|
996499
13JA1997
|
|
|
|
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1
SING
|
|
9903071-0
13JA1997
|
|
66526
|
|
07DE2001
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0066.1
TAIW
|
|
88202016
19AP1996
|
|
212431
|
|
21SE2003
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.1D
KORS
|
|
2004-7003613
13JA1997
|
|
449983
|
|
14SE2004
|
|
A
FLUID COOLED BATTERY PACK
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
FOR
A VEHICLE DRIVE SYSTEM
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.2
USA
|
|
09/264116
08MR1999
|
|
6372377
|
|
16AP2002
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
DHAR
SUBHASH
|
|
|
|
|
|
BATTERY
PACKS
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.3
USA
|
|
10/121279
12AP2002
|
|
6878485
|
|
12AP2005
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
INMETAL HYDRIDE
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
BATTERY
PACKS
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0066.4
USA
|
|
10/937023
09SE2004
|
|
7217473
|
|
15MY2007
|
|
MECHANICAL
AND THERMAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
IMPROVEMENTS
IN METAL HYDRIDE
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
BATTERIES,
BATTERY MODULES AND
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
BATTERY
PACKS
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070
FRAN
|
|
94932060.0
26OC1994
|
|
EPO728370
|
|
04OC2001
|
|
A
SOLID STATE BATTERY USING AN
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
ELECTRICALLY
INSULATING
|
|
YOUNG,
ROSA
|
|
|
|
|
|
IONICOR
PROTONIC ELECTOLYTE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070
CANA
|
|
2177056
26OC1994
|
|
2177056
|
|
03AU1999
|
|
A
SOLID STATE BATTERY USING AN
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
ELECTRICALLY
INSULATING
|
|
YOUNG,
ROSA
|
|
|
|
|
|
IONICOR
PROTONIC ELECTOLYTE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070
GBRI
|
|
94932060.0
26OC1994
|
|
EP0728370
|
|
04OC2001
|
|
A
SOLID STATE BATTERY USING AN
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
ELECTRICALLY
INSULATING
|
|
YOUNG,
ROSA
|
|
|
|
|
|
IONICOR
PROTONIC ELECTOLYTE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0070
GERW
|
|
94932060.0
26OC1994
|
|
69428544.7-08
|
|
04OC2001
|
|
A
SOLID STATE BATTERY USING AN
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
ELECTRICALLY
INSULATING
|
|
YOUNG,
ROSA
|
|
|
|
|
|
IONICOR
PROTONIC ELECTOLYTE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070.1
USA
|
|
08/198757
18FE1994
|
|
5512387
|
|
30AP1996
|
|
A
SOLID STATE, ELECTRICALLY
|
|
OVSHINSKY
STANFORD
|
|
|
|
|
|
INSULATING,
ION CONDUCTING
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROLYTE
MATERIAL AND A
|
|
|
|
|
|
|
|
THIN-FILM,
SOLID STATE BATTERY
|
|
|
|
|
|
|
|
EMPLOYING
SAME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070.2
USA
|
|
08/530493
19SE1995
|
|
5552242
|
|
03SE1996
|
|
A
SOLID STATE, ELECTRICALLY
|
|
OVSHINSKY
STANFORD
|
|
|
|
|
|
INSULATING,
ION CONDUCTING
|
|
YOUNG
ROSA
|
|
|
|
|
|
ELECTROLYTE
MATERIAL AND A
|
|
|
|
|
|
|
|
THIN-FILM,
SOLID STATE BATTERY
|
|
|
|
|
|
|
|
EMPLOYING
SAME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070.3
EPC
|
|
96941420.0
20NO1996
|
|
|
|
|
|
A
SOLID STATE BATTERY HAVING A
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
DISORDERED
HYDROGENATED CARBON
|
|
YOUNG
ROSA T.
|
|
|
|
|
|
NEGATIVE
ELECTRODE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0070.4
USA
|
|
08/831150
01AP1997
|
|
5985485
|
|
16NO1999
|
|
A
SOLID STATE BATTERY HAVING A
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
DISORDERED
HYDROGENATED CARBON
|
|
YOUNG
ROSA T.
|
|
|
|
|
|
NEGATIVE
ELECTRODE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
CANA
|
|
2191114
30MY1995
|
|
2191114
|
|
27MR2007
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
ASTL
|
|
26542/95
20MY1995
|
|
697537
|
|
30MY1995
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
FRAN
|
|
95921469.3
20MY1995
|
|
EP0765531
|
|
26NO2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
USA
|
|
08/259793
14JE1994
|
|
5506069
|
|
09AP1996
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072
GBRI
|
|
95921469.3
20MY1995
|
|
EP0765531
|
|
26NO2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
GERM
|
|
95921469.3
20MY1995
|
|
69532204.4
|
|
26NO2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
JAPA
|
|
8-502210
20MY1995
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
KORS
|
|
707164/96
13DE1996
|
|
331128
|
|
21MR2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072
RUSS
|
|
97100726
20MY1995
|
|
2141150
|
|
30MY1995
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
ASTL
|
|
60394/96
07MY1996
|
|
710192
|
|
07MY1996
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
BRAZ
|
|
PI9608438-3
07MY1996
|
|
PI9608438-3
|
|
26OC2004
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
USA
|
|
08/436673
08MY1995
|
|
5616432
|
|
01AP1997
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072.1
CANA
|
|
2219231
07MY1996
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
FRAN
|
|
96918034.8
07MY1996
|
|
EP0832501
|
|
17SE2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
GBRI
|
|
96918034.8
07MY1996
|
|
EP0832501
|
|
17SE2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
GERM
|
|
EP0832501
07MY1996
|
|
69630034.6
|
|
17SE2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
JAPA
|
|
8-534356
07MY1996
|
|
3441078
|
|
20JE2003
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
KORS
|
|
707955/97
07MY1996
|
|
342466
|
|
18JE2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
MEXI
|
|
978600
07MY1996
|
|
196219
|
|
27AP2000
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072.1
NORW
|
|
975139
07MY1996
|
|
320774
|
|
23JA2006
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
RUSS
|
|
97120232
07MY1996
|
|
2162258
|
|
07MY1996
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
SING
|
|
9704986-0
07MY1996
|
|
46010
|
|
22FE1999
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
TAIW
|
|
85105829
17MY1996
|
|
86282
|
|
11AP1997
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1
UKRA
|
|
97125745
07MY1996
|
|
37275
|
|
15MY2001
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.1A
JAPA
|
|
2003-13555
20JA2003
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
BASE
ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
IM
JUN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
ASTL
|
|
56761/96
06MY1996
|
|
694033
|
|
05NO1998
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072.2
USA
|
|
08/436674
08MY1995
|
|
5554456
|
|
10SE1996
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
BRAZ
|
|
PI9608238-0
06MY1996
|
|
PI9608238-0
|
|
26OC2004
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
CANA
|
|
2219522
06MY1996
|
|
2219522
|
|
11JL2006
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
FRAN
|
|
96913945.0
06MY1996
|
|
EP0826249
|
|
03AP2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
GBRI
|
|
96913945.0
06MY1996
|
|
EP0826249
|
|
03AP2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
GERM
|
|
96913945.0
06MY1996
|
|
P69620395
|
|
03AP2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
JAPA
|
|
8-534161
06MY1996
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
KORS
|
|
707956/97
06MY1996
|
|
342209
|
|
15JE2002
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072.2
MEXI
|
|
978601
06MY1996
|
|
194793
|
|
06JA2000
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
NORW
|
|
975138
06MY1996
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
RUSS
|
|
97120127
06MY1996
|
|
2168244
|
|
06MY1996
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
SING
|
|
9704983-7
06MY1996
|
|
46007
|
|
22FE1999
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
TAIW
|
|
85104185
15AP1996
|
|
88830
|
|
11JL1997
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
MG
CONTAINING HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2
UKRA
|
|
97125744
06MY1996
|
|
42836
|
|
15NO2001
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072.2D
JAPA
|
|
2005-347681
01DE2005
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
CONTAINING
HETEROGENEOUS
|
|
IM
JUN
|
|
|
|
|
|
POWDER
PARTICLES
|
|
CHAO
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072D
FRAN
|
|
00110393.6
30MY1995
|
|
EP1045464
|
|
20JL2005
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0072D
GBRI
|
|
00110393.6
30MY1995
|
|
EP1045464
|
|
20JL2005
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072D
JAPA
|
|
2002-367199
18DE2002
|
|
|
|
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS AND BATTERIES
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
FABRICATED
FROM MG CONTAINING
|
|
|
|
|
|
|
|
BASE
ALLOYS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0072D
GERM
|
|
00110393.6
30MY1995
|
|
69534327.0-08
|
|
20JL2005
|
|
ELECTROCHEMICAL
HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOYS
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0073
ASTL
|
|
28148/95
26MY1995
|
|
684192
|
|
26MY1995
|
|
APPARATUS
FOR DEPOSITION OF
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
THIN-FILM,
SOLID STATE
|
|
OVSHINSKY,
HERBERT
|
|
|
|
|
|
BATTERIES
|
|
YOUNG,
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0073
USA
|
|
08/254392
06JE1994
|
|
5411592
|
|
02MY1995
|
|
APPARATUS
FOR DEPOSITION OF
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
THIN-FILM,
SOLID STATE
|
|
OVSHINSKY
HERBERT
|
|
|
|
|
|
BATTERIES
|
|
YOUNG,
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0073
CANA
|
|
2190856
26MY1995
|
|
2190856
|
|
09MY2006
|
|
APPARATUS
FOR DEPOSITION OF
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
THIN-FILM,
SOLID STATE
|
|
OVSHINSKY,
HERBERT
|
|
|
|
|
|
BATTERIES
|
|
YOUNG,
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0073
GBRI
|
|
95923670.4
26MY1995
|
|
EP0764221
|
|
02JA2003
|
|
APPARATUS
FOR DEPOSITION OF
|
|
OVSHINSKY,
STANFORD R.
|
|
|
|
|
|
THIN-FILM,
SOLID STATE
|
|
OVSHINSKY,
HERBERT
|
|
|
|
|
|
BATTERIES
|
|
YOUNG,
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0074
TAIW
|
|
85113470
20DE1996
|
|
115102
|
|
10MY2000
|
|
APPARATUS
FOR FABRICATING
|
|
HOLLAND
ARTHUR
|
|
|
|
|
|
PASTED
ELECTRODES
|
|
LILBURN
DOUGLAS
|
|
|
|
|
|
|
|
FILLMORE
DONN
|
|
|
|
|
|
|
|
WOOD
EDWARD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
ASTL
|
|
10803/97
19NO1996
|
|
720523
|
|
19NO1996
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0076
BRAZ
|
|
PI9611732-0
19NO1996
|
|
PI9611732-0
|
|
19NO1996
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
USA
|
|
08/560612
20NO1995
|
|
5840440
|
|
24NO1998
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
CANA
|
|
2236261
19NO1996
|
|
2236261
|
|
07JE2005
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
FRAN
|
|
96940842.6
19NO1996
|
|
EP0862660
|
|
03JL2002
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
GBRI
|
|
96940842.6
19NO1996
|
|
EP0862660
|
|
03JL2002
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
GERM
|
|
69622184.5
19NO1996
|
|
69622184.5-08
|
|
03JL2002
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
JAPA
|
|
9-519902
19NO1996
|
|
3278065
|
|
15FE2002
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0076
KORS
|
|
703716/98
19NO1996
|
|
419076
|
|
04FE2004
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
MEXI
|
|
PA/a/1998/003975
19NO1996
|
|
210393
|
|
20SE2002
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076
TAIW
|
|
85102900
08MR1996
|
|
86500
|
|
21AP1997
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076D1
JAPA
|
|
2001-193639
19NO1996
|
|
|
|
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0076D2
JAPA
|
|
2001-386615
19NO1996
|
|
|
|
|
|
HYDROGEN
STORAGE MATERIALS
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
HAVING
A HIGH DENSITY OF
|
|
FETCENKO
MICHAEL A.
|
|
|
|
|
|
NON-CONVENTIONAL
USEABLE
|
|
IM
JUN SU
|
|
|
|
|
|
HYDROGEN
STORING SITES
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
CHAO
BENJAMIN S.
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0078
USA
|
|
08/732537
15OC1996
|
|
5773164
|
|
30JE1998
|
|
ROBUST
TERMINAL FOR
|
|
VENKATESAN,
SRINIVASAN
|
|
|
|
|
|
RECHARGEABLE
PRISMATIC
|
|
LAMING
KENNETH
|
|
|
|
|
|
BATTERIES
|
|
HIGLEY
LIN
|
|
|
|
|
|
|
|
MARCHIO
MICHAEL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0079
KORS
|
|
7006040/99
05JA1998
|
|
426530
|
|
29MR2004
|
|
APPARATUS
FOR DETECTING CELL
|
|
GOW
PHILLIPPE H.
|
|
|
|
|
|
REVERSAL
IN RECHARGEABLE
|
|
ROGERS
ROBERT A.
|
|
|
|
|
|
BATTERIES
|
|
LIJOI
ANDREA L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0079
JAPA
|
|
10-530368
05JA1998
|
|
|
|
|
|
APPARATUS
FOR DETECTING CELL
|
|
GOW
PHILLIPPE H.
|
|
|
|
|
|
REVERSAL
IN RECHARGEABLE
|
|
ROGERS
ROBERT A.
|
|
|
|
|
|
BATTERIES
|
|
LIJOI
ANDREA L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0079
MEXI
|
|
996288
05JA1998
|
|
218691
|
|
15JA2004
|
|
APPARATUS
FOR DETECTING CELL
|
|
GOW
PHILLIPPE H.
|
|
|
|
|
|
REVERSAL
IN RECHARGEABLE
|
|
ROGERS
ROBERT A.
|
|
|
|
|
|
BATTERIES
|
|
LIJOI
ANDREA L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0079
USA
|
|
08/778486
03JA1997
|
|
5773958
|
|
30JE1998
|
|
APPARATUS
FOR DETECTING CELL
|
|
GOW
PHILLIPPE H.
|
|
|
|
|
|
REVERSAL
IN RECHARGEABLE
|
|
ROGERS
ROBERT A.
|
|
|
|
|
|
BATTERIES
|
|
LIJOI
ANDREA L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
FRAN
|
|
98906083.5
29JA1998
|
|
EP0976168
|
|
17MR2004
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
GBRI
|
|
98906083.5
29JA1998
|
|
EP0976168
|
|
17MR2004
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
GERM
|
|
98906083.5
29JA1998
|
|
69822455.8-08
|
|
17MR2004
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
JAPA
|
|
10-533166
29JA1998
|
|
|
|
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
KORS
|
|
7006811/99
29JA1998
|
|
426881
|
|
31MR2004
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
SING
|
|
9903167-6
29JA1998
|
|
66569
|
|
27DE2001
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0080
ASTL
|
|
61406/98
29JA1998
|
|
732359
|
|
29JA1998
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080
USA
|
|
08/792358
31JA1997
|
|
5856047
|
|
05JA1999
|
|
HIGH
POWER NICKEL-METAL
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POWER
ELECTRODES FOR USE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
THEREIN
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
BRAZ
|
|
PI9807047-9
29JA1998
|
|
|
|
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
CANA
|
|
2279203
29JA1998
|
|
2279203
|
|
07JE2005
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
FRAN
|
|
98908463.7
29JA1998
|
|
EP0972314
|
|
29JA1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
GBRI
|
|
98908463.7
29JA1998
|
|
EP0972314
|
|
29JA1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
ASTL
|
|
66499/98
29JA1998
|
|
730028
|
|
29JA1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
GERM
|
|
69817791.6
29JA1998
|
|
EP0972314
|
|
29JA1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0080.1
USA
|
|
08/792359
31JA1997
|
|
5851698
|
|
22DE1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
JAPA
|
|
10-533167
29JA1998
|
|
|
|
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
KORS
|
|
7006606/99
29JA1998
|
|
440814
|
|
08JL2004
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
MEXI
|
|
997087
29JA1998
|
|
218006
|
|
09DE2003
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0080.1
UKRA
|
|
99084853
29JA1998
|
|
45484
|
|
29JA1998
|
|
NICKEL-METAL
HYDRIDE BATTERIES
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HAVING
HIGH POWER ELECTRODES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
AND
LOW-RESISTANCE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CONNECTIONS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
BRAZ
|
|
PI9904316-5
24SE1999
|
|
|
|
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
CANA
|
|
2281537
20NO1998
|
|
2281537
|
|
11JA2005
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
FINL
|
|
98958661.5
20NO1998
|
|
EP0954454
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
FRAN
|
|
98958661.5
20NO1998
|
|
EP0954454
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
GBRI
|
|
98958661.5
20NO1998
|
|
EP0954454
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0081
GERM
|
|
EP0954454
20NO1998
|
|
69836374.4-08
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
ITAL
|
|
98958661.5
20NO1998
|
|
EP0954454
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
ASTL
|
|
14658/99
20NO1998
|
|
746884
|
|
20NO1998
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
MEXI
|
|
997787
20NO1998
|
|
234016
|
|
27JA2006
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
USA
|
|
08/979340
24NO1997
|
|
6330925
|
|
18DE2001
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
SPAI
|
|
98958661.5
20NO1998
|
|
EP0954454
|
|
08NO2006
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081
TAIW
|
|
87119352
04DE1998
|
|
160650
|
|
11JL2002
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.1
TAIW
|
|
91122428
24SE2002
|
|
I220418
|
|
21AU2004
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.1
USA
|
|
09/963864
25SE2001
|
|
6565836
|
|
20MY2003
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.2
USA
|
|
10/016203
10DE2001
|
|
6557655
|
|
06MY2003
|
|
HYBRID
ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.3
CHIN
|
|
03818742.6
05JE2003
|
|
ZL03818742.6
|
|
29NO2006
|
|
METHOD
AND SYSTEM FOR HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POWERED
INTERNAL COMBUSTION
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
ENGINE
|
|
GEISS
RICHARD O
|
|
|
|
|
|
|
|
WEBSTER
BRUCE A
|
|
|
|
|
|
|
|
KINOSHTA
IAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0081.3
USA
|
|
10/170141
12JE2002
|
|
6820706
|
|
23NO2004
|
|
METHOD
AND SYSTEM FOR HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POWERED
INTERNAL COMBUSTION
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
ENGINE
|
|
GEISS
RICHARD O
|
|
|
|
|
|
|
|
WEBSTER
BRUCE A
|
|
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KINOSHTA
IAN
|
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|
|
|
|
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|
|
|
|
|
OBC-0081.3
EPC
|
|
03731549.6
05JE2003
|
|
|
|
|
|
METHOD
AND SYSTEM FOR HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POWERED
INTERNAL COMBUSTION
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
ENGINE
|
|
GEISS
RICHARD O
|
|
|
|
|
|
|
|
WEBSTER
BRUCE A
|
|
|
|
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KINOSHTA
IAN
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
OBC-0081.3
JAPA
|
|
2004-513065
05JE2003
|
|
|
|
|
|
METHOD
AND SYSTEM FOR HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
POWERED
INTERNAL COMBUSTION
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
ENGINE
|
|
GEISS
RICHARD O
|
|
|
|
|
|
|
|
WEBSTER
BRUCE A
|
|
|
|
|
|
|
|
KINOSHTA
IAN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.4
USA
|
|
10/315669
09DE2002
|
|
7226675
|
|
05JE2007
|
|
A
VERY LOW EMISSION HYBRID
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTRIC
VEHICLE INCORPORATING
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
AN
INTEGRATED PROPULSION
|
|
|
|
|
|
|
|
SYSTEM
INCLUDING A FUEL CELL
|
|
|
|
|
|
|
|
AND
A HIGH POWER NICKEL METAL
|
|
|
|
|
|
|
|
HYBRID
BATTERY PACK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.5
USA
|
|
10/310220
05DE2002
|
|
6759034
|
|
06JL2004
|
|
A
VERY LOW EMISSION HYBRID
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTRIC
VEHICLE INCORPORATING
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
AN
INTEGRATED PROPULSION
|
|
|
|
|
|
|
|
SYSTEM
INCLUDING A HYDROGEN
|
|
|
|
|
|
|
|
POWERED
INTERNAL COMBUSTION
|
|
|
|
|
|
|
|
ENGINE
AND A HIGH POWER NI-MH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.6
USA
|
|
10/408826
07AP2003
|
|
6837321
|
|
04JA2005
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081.7
USA
|
|
10/419486
21AP2003
|
|
|
|
|
|
A
VERY LOW EMISSI0N HYBRID
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTRIC
VEHICLE INCORPORATING
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
AN
INTEGRATED PROPULSION
|
|
|
|
|
|
|
|
SYSTEM
INCLUDING A FUEL CELL
|
|
|
|
|
|
|
|
AND
A HIGH POWER NICKEL METAL
|
|
|
|
|
|
|
|
HYDRIDE
BATTERY PACK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081D
MEXI
|
|
PA/a/2006/000895
23JA2006
|
|
|
|
|
|
A
HYBRID ELECTRIC VEHICLE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
INCORPORATING
AN INTEGRATED
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0081D1
EPC
|
|
06000868.7
17JA2006
|
|
|
|
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081D2
EPC
|
|
06000869.5
17JA2006
|
|
|
|
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0081D3
EPC
|
|
06000990.9
18JA2006
|
|
|
|
|
|
HYBRID
ELECTRIC VEHICLE AND
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
PROPULSION
SYSTEM
|
|
STEMPEL
ROBERT C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0082
USA
|
|
09/111502
07JL1998
|
|
6139302
|
|
31OC2000
|
|
POWDER
DELIVERY SYSTEM FOR
|
|
WOOD
EDWARD F.
|
|
|
|
|
|
ELECTRODE
PRODUCTION
|
|
KEY
JEFFREY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
BRAZ
|
|
PI9913060-2
11AU1999
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
CANA
|
|
2339211
11AU1999
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
EPC
|
|
99939133.7
11AU1999
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
JAPA
|
|
2000-565576
11AU1999
|
|
3578992
|
|
23JL2004
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0083
ASTL
|
|
53476/99
11AU1999
|
|
759414
|
|
11AU1999
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
KORS
|
|
10-2001-7001991
11AU1999
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
COMPOSITE POSITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTRODE
MATERIAL AND METHOD
|
|
SOMMERS
BETH
|
|
|
|
|
|
FOR
MAKING SAME COMPOSITE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
POSITIVE
ELECTRODE MATERIAL
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
USA
|
|
09/135460
17AU1998
|
|
6177213
|
|
23JA2001
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
MEXI
|
|
PA/a/2001/001580
11AU1999
|
|
216887
|
|
10OC2003
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
RUSS
|
|
2001107121
11AU1999
|
|
2208270
|
|
11AU1999
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
SING
|
|
200100520-6
11AU1999
|
|
78810
|
|
11AU2002
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083
TAIW
|
|
88114217
20AU1999
|
|
134033
|
|
01MY2001
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0083.1
USA
|
|
09/751177
30DE2000
|
|
6548209
|
|
15AP2003
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083.2
USA
|
|
09/751180
30DE2000
|
|
6348285
|
|
19FE2002
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
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|
|
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|
|
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|
|
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|
OBC-0083.3
USA
|
|
09/751176
30DE2000
|
|
6569566
|
|
27MY2003
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
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SOMMERS
BETH
|
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|
|
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|
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REICHMAN
BENJAMIN
|
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|
|
YOUNG
KWO
|
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|
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OBC-0083D
EPC
|
|
04024169.7
11OC2004
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
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REICHMAN
BENJAMIN
|
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|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083D
JAPA
|
|
2004-43303
19FE2004
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
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|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0083D
KORS
|
|
2006-17476
29AU2006
|
|
|
|
|
|
COMPOSITE
POSITIVE ELECTRODE
|
|
FETCENKO
MICHAEL
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0084
EPC
|
|
99942502.8
26AU1999
|
|
|
|
|
|
A
METHOD FOR POWDER FORMATION
|
|
YOUNG
KWO
|
|
|
|
|
|
OF
A HYDROGEN STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0084
USA
|
|
09/141668
27AU1998
|
|
6120936
|
|
19SE2000
|
|
A
METHOD FOR POWDER FORMATION
|
|
YOUNG
KWO
|
|
|
|
|
|
OF
A HYDROGEN STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0084
JAPA
|
|
2000-568131
26AU1999
|
|
|
|
|
|
A
METHOD FOR POWDER FORMATION
|
|
YOUNG
KWO
|
|
|
|
|
|
OF
A HYDROGEN STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0084
KORS
|
|
10-2001-7002420
26AU1999
|
|
|
|
|
|
A
METHOD FOR POWDER FORMATION
|
|
YOUNG
KWO
|
|
|
|
|
|
OF
A HYDROGEN STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0084
MEXI
|
|
PA/a/2001/002052
26AU1999
|
|
220712
|
|
01JE2004
|
|
A
METHOD FOR POWDER FORMATION
|
|
YOUNG
KWO
|
|
|
|
|
|
OF
A HYDROGEN STORAGE ALLOY
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
CANA
|
|
2339213
12AU1999
|
|
|
|
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
EPC
|
|
99939741.7
12AU1999
|
|
|
|
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
JAPA
|
|
2000-565575
12AU1999
|
|
|
|
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
BRAZ
|
|
PI9913065-3
12AU1999
|
|
|
|
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
KORS
|
|
10-2001-7001992
12AU1999
|
|
542597
|
|
04JA2006
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0085
USA
|
|
09/135477
17AU1998
|
|
6228535
|
|
08MY2001
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
MEXI
|
|
PA/a/2001/001583
12AU1999
|
|
234116
|
|
02FE2006
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085
TAIW
|
|
88113991
20AU1999
|
|
152282
|
|
21FE2002
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.1
USA
|
|
09/660617
13SE2000
|
|
6444363
|
|
03SE2002
|
|
METHOD
OF MAKING A NICKEL
|
|
BENET
GABRIEL E
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
WALKER
CHARLES T
|
|
|
|
|
|
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL E
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
CANA
|
|
2422046
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
CHIN
|
|
01818451.0
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
EPC
|
|
01970825.4
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
BRAZ
|
|
PI0113875-8
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0085.2
JAPA
|
|
2002-527591
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
USA
|
|
09/661000
13SE2000
|
|
6432580
|
|
13AU2002
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
KORS
|
|
2003-7003726
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
|
|
|
|
|
|
ZALLEN,
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.2
MEXI
|
|
PA/a/002124
13SE2001
|
|
|
|
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
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SOMMERS,
BETH
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ZALLEN,
AVRAM
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|
|
|
|
|
|
|
OBC-0085.2
TAIW
|
|
90123121
13SE2001
|
|
202346
|
|
01MY2004
|
|
METHOD
OF MAKING A NICKEL
|
|
FIERRO,
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
MATERIAL
|
|
FETCENKO,
MICHAEL A
|
|
|
|
|
|
|
|
SOMMERS,
BETH
|
|
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|
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|
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ZALLEN,
AVRAM
|
|
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|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
OBC-0085.3
CANA
|
|
2415471
06JL2001
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
CHIN
|
|
01813011.9
06JL2001
|
|
ZL01813011.9
|
|
19JL2006
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
EPC
|
|
01952494.1
06JL2001
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0085.3
JAPA
|
|
2002-513032
06JL2001
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
MEXI
|
|
PA/a/2003/000408
06JL2001
|
|
230141
|
|
23AU2005
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
BRAZ
|
|
PI0112611-3
06JL2001
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
TAIW
|
|
90117275
16JL2001
|
|
174605
|
|
01MR2003
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3
USA
|
|
09/619039
18JL2000
|
|
6416903
|
|
09JL2002
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.3D
CHIN
|
|
200610081893.2
06JL2001
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHOD FOR MAKING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
THE
SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085.5
USA
|
|
09/686567
11OC2000
|
|
6447953
|
|
10SE2002
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0085.6
USA
|
|
10/232031
30AU2002
|
|
|
|
|
|
NICKEL
HYDROXIDE ELECTRODE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
WITH IMPROVED
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
MICROSTRUCTURE
AND METHOD FOR
|
|
YOUNG
KWO
|
|
|
|
|
|
MAKING
THE SAME
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0085D
EPC
|
|
06003365.1
06NO2006
|
|
|
|
|
|
NICKEL
HYDROXIDE POSITIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
ELECTRODE
MATERIAL EXHIBITING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CONDUCTIVITY AND
|
|
YOUNG
KWO
|
|
|
|
|
|
ENGINEERED
ACTIVATION ENERGY
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
SOMMERS
BETH
|
|
|
|
|
|
|
|
HARRISON
CRAIG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086
CANA
|
|
2339129
13AU1999
|
|
|
|
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HAVING
HIGH TEMPERATURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CAPACITY
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086
EPC
|
|
99941152.3
13AU1999
|
|
|
|
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HAVING
HIGH TEMPERATURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CAPACITY
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086
USA
|
|
09/136129
18AU1998
|
|
6017655
|
|
25JA2000
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HAVING
HIGH TEMPERATURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CAPACITY
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086
JAPA
|
|
2000-566908
13AU1999
|
|
|
|
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HAVING
HIGH TEMPERATURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CAPACITY
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
YOUNG
ROSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086.1
USA
|
|
09/159410
23SE1998
|
|
6150054
|
|
21NO2000
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
COMPRISING RARE EARTH
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
MINERALS
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0086.2
USA
|
|
09/707550
07NO2000
|
|
6537700
|
|
25MR2003
|
|
NICKEL
POSITIVE ELECTRODE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
WITH MISCH METAL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
ADDITIVES
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0087
BRAZ
|
|
PI9913253-2
17AU1999
|
|
|
|
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
CHIN
|
|
99812518.0
17AU1999
|
|
99812518
|
|
17SE2004
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
ASTL
|
|
54889/99
17AU1999
|
|
763216
|
|
17AU1999
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
EPC
|
|
99941190.3
17AU1999
|
|
|
|
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
USA
|
|
09/139384
23AU1998
|
|
6255015
|
|
03JL2001
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
JAPA
|
|
2000-566901
17AU1999
|
|
|
|
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
KORS
|
|
2001-7002258
17AU1999
|
|
655399
|
|
01DE2006
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0087
MEXI
|
|
PA/a/2001/001936
17AU1999
|
|
219831
|
|
12AP2004
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0087
TAIW
|
|
88114357
23AU1999
|
|
195402
|
|
01JA2004
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0088
USA
|
|
09/153692
15SE1998
|
|
6086843
|
|
11JL2000
|
|
STRUCTURALLY
MODIFIED NICKEL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDROXIDE
AND METHOD FOR
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
MAKINGSAME
|
|
YOUNG
ROSA T
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0089
JAPA
|
|
2000-590231
30NO1999
|
|
|
|
|
|
HIGH
POWER NICKEL-METAL
|
|
Ovshinsky
Stanford R
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
Young
Rosa
|
|
|
|
|
|
POWER
ALLOYS/ELECTRODES FOR
|
|
|
|
|
|
|
|
USE
THEREIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0089
GBRI
|
|
99972010.5
30NO1999
|
|
EP1153447
|
|
21AP2004
|
|
HIGH
POWER NICKEL-METAL
|
|
Ovshinsky
Stanford R
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
Young
Rosa
|
|
|
|
|
|
POWER
ALLOYS/ELECTRODES FOR
|
|
|
|
|
|
|
|
USE
THEREIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0089
USA
|
|
09/205527
02DE1998
|
|
6413670
|
|
02JL2002
|
|
HIGH
POWER NICKEL-METAL
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
YOUNG
ROSA
|
|
|
|
|
|
POWER
ALLOYS/ELECTRODES FOR
|
|
|
|
|
|
|
|
USE
THEREIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0089.1
JAPA
|
|
2002-519689
16AU2001
|
|
|
|
|
|
HIGH
POWER NICKEL-METAL
|
|
Ovshinsky
Stanford R
|
|
|
|
|
|
HYDRIDE
BATTERIES AND HIGH
|
|
Young
Rosa
|
|
|
|
|
|
POWER
ALLOYS/ELECTRODES FOR
|
|
|
|
|
|
|
|
USE
THEREIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0090
EPC
|
|
99954847.2
12OC1999
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
WITH
NONFIBRILLATING BINDER
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0090
USA
|
|
09/221676
24DE1998
|
|
6171726
|
|
09JA2001
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
WITH
NONFIBRILLATING BINDER
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
BRAZ
|
|
PI0006033-0
11AP2000
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
CANA
|
|
2334363
11AP2000
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
CHIN
|
|
00801086.2
11AP2000
|
|
ZL00801086.2
|
|
16JE2004
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
ASTL
|
|
43389/00
11AP2000
|
|
775748
|
|
25NO2004
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
FRAN
|
|
00923229.9
11AP2000
|
|
EP1093528
|
|
08MR2006
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
USA
|
|
09/290633
12AP1999
|
|
6270719
|
|
07AU2001
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0091
GBRI
|
|
00923229.9
11AP2000
|
|
EP1093528
|
|
08MR2006
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
GERM
|
|
00923229.9
11AP2000
|
|
60026502.1-0
|
|
8
08MR2006
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
HONG
|
|
02100472.5
11AP2000
|
|
HK1038945
|
|
24MR2005
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
INDI
|
|
2000/00792/CHE
11AP2000
|
|
201617
|
|
17AU2006
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091
JAPA
|
|
2000-610876
11AP2000
|
|
3869213
|
|
20OC2006
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
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|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
OBC-0091
KORS
|
|
7014051/2000
11AP2000
|
|
684392
|
|
12FE2007
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
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MAYS
WILLIAM
|
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OBC-0091
MEXI
|
|
012015
11AP2000
|
|
244068
|
|
09MR2007
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
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|
|
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|
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MAYS
WILLIAM
|
|
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|
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OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0091
RUSS
|
|
2001101434
11AP2000
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
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|
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|
|
OBC-0091
SING
|
|
200007036-7
11AP2000
|
|
77875
|
|
28FE2005
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
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|
|
MAYS
WILLIAM
|
|
|
|
|
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|
|
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|
|
OBC-0091
TAIW
|
|
89107042
12AP2000
|
|
166709
|
|
21OC2002
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091.1
USA
|
|
09/739919
18DE2000
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
OBC-0091D
CHIN
|
|
200410034894.2
21AP2004
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0091D
JAPA
|
|
2005-365347
19DE2005
|
|
|
|
|
|
MODIFIED
ELECTROCHEMICAL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOY HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
INCREASED
CAPACITY, RATE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CAPABILITY
AND CATALYTIC
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
ACTIVITY
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0092
EPC
|
|
00921629.2
03AP2000
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITIONS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
COMPRISING
RANEY BASED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CATALYSTS
AND MATERIALS
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0092
JAPA
|
|
2000-611328
03AP2000
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITIONS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
COMPRISING
RANEY BASED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CATALYSTS
AND MATERIALS
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0092
USA
|
|
09/286941
08AP1999
|
|
6218047
|
|
17AP2001
|
|
ACTIVE
ELECTRODE COMPOSITIONS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
COMPRISING
RANEY BASED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CATALYSTS
AND MATERIALS
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0093
JAPA
|
|
2000-09836
12AP2000
|
|
|
|
|
|
ELECTROCHEMICAL
CELL HAVING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
REDUCED
CELL PRESSURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
ALAJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS
|
|
|
|
|
|
|
|
STREBE
JAMES L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0093
USA
|
|
09/291927
14AP1999
|
|
6492057
|
|
10DE2002
|
|
ELECTROCHEMICAL
CELL HAVING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
REDUCED
CELL PRESSURE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS
|
|
|
|
|
|
|
|
STREBE
JAMES L
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0094
CANA
|
|
2377785
23JE2000
|
|
|
|
|
|
LAYERED
METAL HYDRIDE
|
|
OVSHINSY
STANFORD R
|
|
|
|
|
|
ELECTRODE
PROVIDING REDUCED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CELL
PRESSURE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
TAYLOR
LYNN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0094
FRAN
|
|
00944841.6
23JE2000
|
|
EP1222702
|
|
22NO2006
|
|
LAYERED
METAL HYDRIDE
|
|
OVSHINSY
STANFORD R
|
|
|
|
|
|
ELECTRODE
PROVIDING REDUCED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CELL
PRESSURE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
TAYLOR
LYNN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0094
USA
|
|
09/352255
13JL1999
|
|
6503659
|
|
07JA2003
|
|
LAYERED
METAL HYDRIDE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
ELECTRODE
PROVIDING REDUCED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CELL
PRESSURE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
TAYLOR
LYNN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0094
GBRI
|
|
00944841.6
23JE2000
|
|
EP1222702
|
|
22NO2006
|
|
LAYERED
METAL HYDRIDE
|
|
OVSHINSY
STANFORD R
|
|
|
|
|
|
ELECTRODE
PROVIDING REDUCED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CELL
PRESSURE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
TAYLOR
LYNN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0094
GERM
|
|
EP1222702
23JE2000
|
|
60032004.9
|
|
22NO2006
|
|
LAYERED
METAL HYDRIDE
|
|
OVSHINSY
STANFORD R
|
|
|
|
|
|
ELECTRODE
PROVIDING REDUCED
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
CELL
PRESSURE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
HOPPER
THOMAS J
|
|
|
|
|
|
|
|
TAYLOR
LYNN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095
EPC
|
|
00957526.7
18AU2000
|
|
|
|
|
|
METHOD
OF ACTIVATING METAL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDRIDE
MATERIAL AND ELECTRODE
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095
JAPA
|
|
2001-524173
18AU2000
|
|
|
|
|
|
METHOD
OF ACTIVATING METAL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDRIDE
MATERIAL AND ELECTRODE
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095
CANA
|
|
2384179
18AU2000
|
|
|
|
|
|
METHOD
OF ACTIVATING METAL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDRIDE
MATERIAL AND ELECTRODE
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095
KORS
|
|
2002-7003313
18AU2000
|
|
|
|
|
|
METHOD
OF ACTIVATING METAL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDRIDE
MATERIAL AND ELECTRODE
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095
USA
|
|
09/395391
13SE1999
|
|
6569567
|
|
27MY2003
|
|
METHOD
OF ACTIVATING METAL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
HYDRIDE
MATERIAL
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0095.1
USA
|
|
10/444382
23MY2003
|
|
|
|
|
|
METHOD
OF ACTIVATING METAL
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REICHMAN
BENJAMIN
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HYDRIDE
MATERIAL
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OBC-0096
BRAZ
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PI0110983-9
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC
WORLDWIDE PATENTS
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Docket
No. Ctry
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App
No App Date
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Pat
No.
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Grant
Dt
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------
--- ----
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---
-- --- ----
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--------
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-------
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OBC-0096
CANA
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2409218
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
USA
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09/575313
19MY2000
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6461766
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08OC2002
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
CHIN
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01813072.0
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
EPC
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01939193.7
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
JAPA
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2001-587503
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
MEXI
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PA/a/2002/011364
18MY2001
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096
TAIW
|
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90111880
18MY2001
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178990
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11MY2003
|
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096.1
USA
|
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09/859164
16MY2001
|
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6740448
|
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25MY2004
|
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MODIFIED
ELECTROCHEMICAL
|
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FETCENKO
MICHAEL A
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HYDROGEN
STORAGE ALLOY HAVING
|
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YOUNG
KWO
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INCREASED
CAPACITY, RATE
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OVSHINSKY
STANFORD R
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CAPABILITY
AND CATALYTIC
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REICHMAN
BENJAMIN
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ACTIVITY
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KOCH
JOHN
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MAYS
WILLIAM
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OBC-0096.2
USA
|
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10/266193
07OC2002
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6789757
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14SE2004
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING THE SAME
|
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC-0096D1
CHIN
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awaiting
23MY2007
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HYDROGEN
STORAGE POWDER AND
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YOUNG
KWO
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PROCESS
FOR PREPARING SAME
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FETCENKO
MICHAEL A
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OVSHINSKY
STANFORD R
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OBC
WORLDWIDE PATENTS
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Docket
No. Ctry
|
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App
No App Date
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Pat
No.
|
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Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
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OBC-0098
USA
|
|
09/501944
10FE2000
|
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6818348
|
|
16NO2004
|
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NICKEL
HYDROXIDE PASTE WITH
|
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Venkatesan
Srinivasan
|
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PECTIN
BINDER
|
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Aladjov
Boyko
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Fok
Kevin
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Hopper
Thomas
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Ovshinsky
Stanford R
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OBC-0100
TAIW
|
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90123674
26SE2001
|
|
175522
|
|
11MR2003
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
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GOW
PHILIPPE
|
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WITH
CROSS-FLOW COOLING
|
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OSGOOD
ANTHONY
|
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CORRIGAN
DENNIS A
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HIGLEY
LIN R
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MULLER
MARSHALL D
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OVSHINSKY
STANFORD R
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OBC-0100
USA
|
|
09/670155
26SE2000
|
|
6689510
|
|
10FE2004
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
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GOW
PHILIPPE
|
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WITH
CROSS-FLOW COOLING
|
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OSGOOD
ANTHONY
|
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CORRIGAN
DENNIS A
|
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HIGLEY
LIN R
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MULLER
MARSHALL D
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OVSHINSKY
STANFORD R
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OBC-0100.1
USA
|
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10/391886
19MR2003
|
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6864013
|
|
08MR2005
|
|
MONOBLOCK
BATTERY ASSEMBLY
|
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GOW
PHILIPPE
|
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|
|
|
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WITH
CROSS-FLOW COOLING
|
|
OSGOOD
ANTHONY
|
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|
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CORRIGAN
DENNIS A
|
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HIGLEY
LIN R
|
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MULLER
MARSHALL D
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OVSHINSKY
STANFORD R
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OBC-0101
TAIW
|
|
90127375
05NO2001
|
|
181345
|
|
11JE2003
|
|
MULTI-CELL
BATTERY
|
|
HIGLEY
LIN R
|
|
|
|
|
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|
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MULLER
MARSHALL D
|
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CORRIGAN
DENNIS A
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OBC-0101
USA
|
|
09/707009
06NO2000
|
|
6969567
|
|
29NO2005
|
|
MULTI-CELL
BATTERY
|
|
HIGLEY
LIN R
|
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|
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MULLER
MARSHALL D
|
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|
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CORRIGAN
DENNIS A
|
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OBC-0101.1
USA
|
|
10/693789
24OC2003
|
|
|
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|
|
MULTI-CELL
BATTERY
|
|
HIGLEY
LIN R
|
|
|
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|
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|
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MULLER
MARSHALL D
|
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|
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|
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|
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CORRIGAN
DENNIS A
|
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|
|
OBC-0103
EPC
|
|
02756237.0
18JE2002
|
|
|
|
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
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|
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MAKING
|
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OBC
WORLDWIDE PATENTS
|
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Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0103
JAPA
|
|
2003-509566
18JE2002
|
|
|
|
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
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|
|
MATERIAL
AND METHODS FOR
|
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|
|
|
|
MAKING
|
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|
|
OBC-0103
MEXI
|
|
PA/a/2003/012054
18JE2002
|
|
241166
|
|
16OC2006
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
|
|
|
|
|
|
|
MAKING
|
|
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|
OBC-0103
CHIN
|
|
02817113.6
18JE2002
|
|
|
|
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
|
|
|
|
|
|
|
MAKING
|
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|
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|
|
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|
|
OBC-0103
TAIW
|
|
91114241
28JE2002
|
|
187954
|
|
11SE2003
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
|
|
|
|
|
|
|
MAKING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0103
USA
|
|
10/176240
20JE2002
|
|
6593024
|
|
15JL2003
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
|
|
|
|
|
|
|
MAKING
|
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|
|
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|
|
|
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|
|
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|
|
OBC-0103.1
USA
|
|
10/613266
03JL2003
|
|
|
|
|
|
HYDROGEN
STORAGE BATTERY;
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
POSITIVE
NICKEL ELECTRODE;
|
|
YOUNG
KWO
|
|
|
|
|
|
POSITIVE
ELECTRODE ACTIVE
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
MATERIAL
AND METHODS FOR
|
|
|
|
|
|
|
|
MAKING
|
|
|
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|
|
|
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|
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|
|
|
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|
|
|
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|
|
OBC-0104
USA
|
|
10/081219
22FE2002
|
|
6740446
|
|
25MY2004
|
|
ELECTROCHEMICAL
CELL WITH
|
|
CORRIGAN
DENNIS A
|
|
|
|
|
|
ZIGZAG
ELECTRODES
|
|
HIGLEY
LIN
|
|
|
|
|
|
|
|
HOLLAND
ARTHUR
|
|
|
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|
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|
|
MULLER
MARSHALL
|
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|
|
|
|
|
|
SMAGA
JOHN A
|
|
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|
|
|
|
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|
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OBC
WORLDWIDE PATENTS
|
|
|
|
|
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|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0105
USA
|
|
09/796280
28FE2001
|
|
6605375
|
|
12AU2003
|
|
METHOD
OF ACTIVATING HYDROGEN
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
STORAGE
ALLOY ELECTRODE
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
HOPPER
THOMAS
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0105.1
USA
|
|
10/039544
08JA2002
|
|
6589686
|
|
08JL2003
|
|
METHOD
OF FUEL CELL ACTIVATION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
HOPPER
THOMAS
|
|
|
|
|
|
|
|
FOK
KEVIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
EPC
|
|
02736792.9
14MY2002
|
|
|
|
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
CANA
|
|
2447955
14MY2002
|
|
|
|
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
JAPA
|
|
2002-592208
14MY2002
|
|
|
|
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
USA
|
|
09/861914
21MY2001
|
|
|
|
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
MEXI
|
|
PA/a/2003/010580
14MY2002
|
|
|
|
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0107
TAIW
|
|
91110468
21MY2001
|
|
185032
|
|
01AU2003
|
|
MONOBLOCK
BATTERY
|
|
GOW
PHILIPPE
|
|
|
|
|
|
|
|
OSGOOD
ANTHONY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0110
USA
|
|
09/994278
27NO2001
|
|
6617072
|
|
09SE2003
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
WITH
GRAPHITE ADDITIVE
|
|
PRISAD
BINAY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0110.1
USA
|
|
10/603675
25JE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
WITH
GRAPHIT ADDITIVE
|
|
PRASAD
BINAY
|
|
|
|
|
|
|
|
LAMING
KENNETH
|
|
|
|
|
|
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0111
USA
|
|
10/045326
07NO2001
|
|
6623562
|
|
23SE2003
|
|
APPARATUS
FOR FABRICATING
|
|
WOOD
EDWARD
|
|
|
|
|
|
PASTED
ELECTRODES
|
|
WILLISON
ERIC
|
|
|
|
|
|
|
|
KEY
JEFFREY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
ASTL
|
|
300343/03
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
USA
|
|
10/329221
24DE2002
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
BRAZ
|
|
PI0317758-0
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
CANA
|
|
2511334
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
CHIN
|
|
200380109954.6
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
EPC
|
|
03814369.9
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINKSY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0115
JAPA
|
|
2004-564027
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0115
MEXI
|
|
PA/a/2005/006904
22DE2003
|
|
|
|
|
|
ACTIVE
ELECTRODE COMPOSITION
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
WITH
CONDUCTIVE POLYMERIC
|
|
ALADOV
BOYKO
|
|
|
|
|
|
BINDER
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118
USA
|
|
10/378586
03MR2003
|
|
7172710
|
|
06FE2007
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118.1
EPC
|
|
04751006.0
30AP2004
|
|
|
|
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118.1
CHIN
|
|
200480018988.9
30AP2004
|
|
|
|
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118.1
JAPA
|
|
2006-514172
30AP2004
|
|
|
|
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118.1
USA
|
|
10/428547
02MY2003
|
|
7201857
|
|
10AP2007
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0118.2
USA
|
|
11/657870
25JA2007
|
|
|
|
|
|
PERFORMANCE
ENHANCING ADDITIVE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
MATERIAL
FOR THE NICKEL
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
HYDROXIDE
POSITIVE ELECTRODE
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
IN
RECHARGEABLE ALKALINE CELLS
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
VIJAN
MEERA
|
|
|
|
|
|
|
|
WANG
HONG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0122
USA
|
|
10/951231
27SE2004
|
|
|
|
|
|
LOW
TEMPERATURE ALKALINE FUEL
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
CELL
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
MAYS
WILLIAM
|
|
|
|
|
|
|
|
STREBE
JAMES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
BRAZ
|
|
PI0408987-1
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
CANA
|
|
2520137
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
CHIN
|
|
200480014559.4
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
ASTL
|
|
2004233114
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
EPC
|
|
04759728.1
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
USA
|
|
10/405008
01AP2003
|
|
6830725
|
|
14DE2004
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0123
JAPA
|
|
2005-518337
23MR2004
|
|
3946234
|
|
20AP2007
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
LAYERHYDROGEN
STORAGE ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
HAVING
A HIGH POROSITY SURFACE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
LAYER
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
KORS
|
|
2005-7018607
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
MEXI
|
|
PA/a/2005/010530
23MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123
TAIW
|
|
93108783
31MR2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE LAYER
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
|
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123.1
USA
|
|
10/817267
02AP2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND LOW
|
|
YOUNG
KWO
|
|
|
|
|
|
TEMPERATURE
OPERATING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CHARACTERISTICS
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123.2
PCT
|
|
PCT/US06/26785
10JL2006
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND LOW
|
|
YOUNG
KWO
|
|
|
|
|
|
TEMPERATURE
OPERATING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CHARACTERISTICS
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123.2
TAIW
|
|
95126132
18JL2006
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND LOW
|
|
YOUNG
KWO
|
|
|
|
|
|
TEMPERATURE
OPERATING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CHARACTERISTICS
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0123.2
USA
|
|
11/184476
19JL2005
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
IMPROVED
CYCLE LIFE AND LOW
|
|
YOUNG
KWO
|
|
|
|
|
|
TEMPERATURE
OPERATING
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
CHARACTERISTICS
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0123D
JAPA
|
|
2006-213523
04AU2006
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
A
HIGH POROSITY SURFACE
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
LAYERHYDROGEN
STORAGE ALLOYS
|
|
YOUNG
KWO
|
|
|
|
|
|
HAVING
A HIGH POROSITY SURFACE
|
|
REICHMAN
BENJAMIN
|
|
|
|
|
|
LAYER
|
|
OUCHI
TAIHEI
|
|
|
|
|
|
|
|
KOCH
JOHN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
ASTL
|
|
2004229954
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
USA
|
|
10/411511
10AP2003
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
BRAZ
|
|
PI0409122-1
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
CANA
|
|
2520247
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
CHIN
|
|
200480015733.7
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
EPC
|
|
04749793.8
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0124
JAPA
|
|
2006-509736
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
KORS
|
|
2005-7019117
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0124
MEXI
|
|
PA/a/2005/010831
06AP2004
|
|
|
|
|
|
METHOD
FOR MAKING ELECTRODES
|
|
ALADJOV
BOYKO
|
|
|
|
|
|
FOR
ELECTROCHEMICAL CELLS
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
VENKATESAN
SRINIVASAN
|
|
|
|
|
|
|
|
TEKKANAT
BORA
|
|
|
|
|
|
|
|
DHAR
SUBHASH K
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0127
CANA
|
|
2546499
23NO2004
|
|
|
|
|
|
PROCESS
FOR MAKING NICKEL
|
|
FIERRO
CRISTIAN
|
|
|
|
|
|
HYDROXIDE
|
|
BENET
GABRIEL E
|
|
|
|
|
|
|
|
ZALLEN
AVRAM
|
|
|
|
|
|
|
|
HICKS
TIM
|
|
|
|
|
|
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0127
CHIN
|
|
200480036000.1
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
EPC
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04812338.4
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
BRAZ
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PI0417163.2
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
INDI
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awaiting
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC
WORLDWIDE PATENTS
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Docket
No. Ctry
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App
No App Date
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Pat
No.
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Grant
Dt
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------
--- ----
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---
-- --- ----
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--------
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-------
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OBC-0127
USA
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10/727413
04DE2003
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
JAPA
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2006-542638
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
KORS
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2006-7010165
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127
MEXI
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PA/a/2006/006223
23NO2004
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PROCESS
FOR MAKING NICKEL
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FIERRO
CRISTIAN
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HYDROXIDE
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BENET
GABRIEL E
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ZALLEN
AVRAM
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HICKS
TIM
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FETCENKO
MICHAEL A
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OBC-0127.1
PCT
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PCT/US06/42759
01NO2006
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PROCESS
FOR MAKING NICKEL
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FETCENKO
MICHAEL A
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HYDROXIDE
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FIERRO
CRISTIAN
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ZALLEN
AVRAM
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HICKS
TIM
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OBC-0127.1
USA
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11/269083
08NO2005
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PROCESS
FOR MAKING NICKEL
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FETCENKO
MICHAEL A
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HYDROXIDE
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FIERRO
CRISTIAN
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ZALLEN
AVRAM
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HICKS
TIM
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OBC-0129
USA
|
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10/666089
19SE2003
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METHOD
FOR COLD-STARTING
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FETCENKO
MICHAEL A
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BATTERIES
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KOCH
JOHN
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REICHMAN
BENJAMIN
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OBC-0133
CHIN
|
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200580020167.3
22MR2005
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NICKEL
METAL HYDRIDE BATTERY
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YOUNG
KWO
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DESIGN
|
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
|
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC
WORLDWIDE PATENTS
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Docket
No. Ctry
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App
No App Date
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Pat
No.
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Grant
Dt
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------
--- ----
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|
---
-- --- ----
|
|
--------
|
|
-------
|
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OBC-0133
CANA
|
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2562708
22MR2005
|
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NICKEL
METAL HYDRIDE BATTERY
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YOUNG
KWO
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DESIGN
|
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC-0133
EPC
|
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PCT/US05/09613
22MR2005
|
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NICKEL
METAL HYDRIDE BATTERY
|
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YOUNG
KWO
|
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DESIGN
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC-0133
USA
|
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10/887434
08JL2004
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NICKEL
METAL HYDRIDE BATTERY
|
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YOUNG
KWO
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DESIGN
|
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC-0133
JAPA
|
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2007-509476
22MR2005
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NICKEL
METAL HYDRIDE BATTERY
|
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YOUNG
KWO
|
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DESIGN
|
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC-0133
MEXI
|
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PA/a/2006/012210
22MR2005
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NICKEL
METAL HYDRIDE BATTERY
|
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YOUNG
KWO
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DESIGN
|
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FIERRO
CRISTIAN
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REICHMAN
BENJAMIN
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FETCENKO
MICHAEL A
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KOCH
JOHN
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ZALLEN
AVRAM
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OBC-0135
CHIN
|
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200580007439.6
06JA2005
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
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MATERIAL
FOR A NICKEL
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ELECTRODE
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OBC-0135
EPC
|
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05705081.7
06JA2005
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
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MATERIAL
FOR A NICKEL
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ELECTRODE
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OBC-0135
INDI
|
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2484/CHENP/2006
06JA2005
|
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
|
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MATERIAL
FOR A NICKEL
|
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ELECTRODE
|
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OBC
WORLDWIDE PATENTS
|
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Docket
No. Ctry
|
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App
No App Date
|
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Pat
No.
|
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Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
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OBC-0135
JAPA
|
|
2006-549379
06JA2005
|
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
|
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MATERIAL
FOR A NICKEL
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ELECTRODE
|
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OBC-0135
KORS
|
|
2006-7013797
06JA2005
|
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POSITIVE
ELECTRODE ACTIVE
|
|
FETCENKO
MICHAEL A
|
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MATERIAL
FOR A NICKEL
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ELECTRODE
|
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OBC-0135
MEXI
|
|
PA/a/2005/007861
06JA2005
|
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
|
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MATERIAL
FOR A NICKEL
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ELECTRODE
|
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OBC-0135
CANA
|
|
2552324
06JA2005
|
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POSITIVE
ELECTRODE ACTIVE
|
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FETCENKO
MICHAEL A
|
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MATERIAL
FOR A NICKEL
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ELECTRODE
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OBC-0135
USA
|
|
11/030239
06JA2005
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POSITIVE
ELECTRODE ACTIVE
|
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FIERRO
CRISTIAN
|
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MATERIAL
FOR A NICKEL
|
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FETCENKO
MICHAEL A
|
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ELECTRODE
|
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ZALLEN
AVRAM
|
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OBC-0136
CHIN
|
|
200580011115.X
11AP2005
|
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BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
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|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
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|
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HIMMLER
RONALD
|
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HIGLEY
LIN R
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MULLER
MARSHALL D
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OBC-0136
EPC
|
|
05735465.6
11AP2005
|
|
|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
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|
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|
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HIMMLER
RONALD
|
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HIGLEY
LIN R
|
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MULLER
MARSHALL D
|
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OBC-0136
INDI
|
|
PCT/US05/12276
11AP2005
|
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|
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|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
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CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
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|
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|
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HIMMLER
RONALD
|
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HIGLEY
LIN R
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MULLER
MARSHALL D
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|
|
OBC-0136
CANA
|
|
2562536
11AP2005
|
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|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0136
JAPA
|
|
2007-508445
11AP2005
|
|
|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0136
USA
|
|
10/824062
14AP2004
|
|
|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0136
MEXI
|
|
PCT/US05/12276
11AP2005
|
|
|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0136
TAIW
|
|
94111586
13AP2005
|
|
|
|
|
|
BATTERY
EMPLOYING THERMALLY
|
|
PUTTAIAH
RAJEEV
|
|
|
|
|
|
CONDUCTIVE
POLYMER CASE
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
MULLER
MARSHALL D
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0137
USA
|
|
10/844215
12MY2004
|
|
|
|
|
|
BATTERY
ASSEMBLY WITH HEAT
|
|
MARCHIO
MICHAEL
|
|
|
|
|
|
SINK
|
|
RICHARD
BENDERT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
CHIN
|
|
200580023507.8
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
EPC
|
|
05804806.7
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
CANA
|
|
2566555
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
INDI
|
|
awaiting
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0138
USA
|
|
10/848277
18MY2004
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
JAPA
|
|
awaiting
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
MEXI
|
|
PA/a/2006/013429
05MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0138
TAIW
|
|
94115846
17MY2005
|
|
|
|
|
|
MULTI-CELL
BATTERY ASSEMBLY
|
|
SMITH
BRENDAN
|
|
|
|
|
|
|
|
BENDERT
RICHARD
|
|
|
|
|
|
|
|
BRONCZYK
STEVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0139
JAPA
|
|
awaiting
09SE2005
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
REDUCED
PCT HYSTERESIS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0139
PCT
|
|
PCT/US05/32076
09SE2005
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
REDUCED
PCT HYSTERESIS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0139
TAIW
|
|
94131753
15SE2005
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
REDUCED
PCT HYSTERESIS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0139
EPC
|
|
05796870.3
09SE2005
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
REDUCED
PCT HYSTERESIS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0139
USA
|
|
10/942178
16SE2004
|
|
|
|
|
|
HYDROGEN
STORAGE ALLOYS HAVING
|
|
YOUNG
KWO
|
|
|
|
|
|
REDUCED
PCT HYSTERESIS
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0142
USA
|
|
10/988948
15NO2004
|
|
|
|
|
|
NICKEL
HYDROXIDE COMPOSITION
|
|
Venkatesan
Srinivasan
|
|
|
|
|
|
WITH
PECTIN BINDER
|
|
Aladjov
Boyko
|
|
|
|
|
|
|
|
Fok
Kevin
|
|
|
|
|
|
|
|
Hopper
Thomas
|
|
|
|
|
|
|
|
Ovshinsky
Stanford R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC
WORLDWIDE PATENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Docket
No. Ctry
|
|
App
No App Date
|
|
Pat
No.
|
|
Grant
Dt
|
|
------
--- ----
|
|
---
-- --- ----
|
|
--------
|
|
-------
|
|
OBC-0150
USA
|
|
11/373446
11MR2006
|
|
|
|
|
|
BIPOLAR
BATTERY
|
|
OVSHINSKY
STANFORD R.
|
|
|
|
|
|
|
|
SMAGA
JOHN
|
|
|
|
|
|
|
|
HIGLEY
LIN R
|
|
|
|
|
|
|
|
HIMMLER
RONALD
|
|
|
|
|
|
|
|
LUESING
JASON
|
|
|
|
|
|
|
|
OLSZANSKI
THEODORE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OBC-0151
USA
|
|
11/432890
12MY2006
|
|
|
|
|
|
METHOD
OF MAKING A CATALYST
|
|
FETCENKO
MICHAEL A
|
|
|
|
|
|
|
|
OVSHINSKY
STANFORD R
|
|
|
|
|
|
|
|
YOUNG
KWO
|
|
|
|
|
AMENDED
APPENDIX II
PAYMENT
AND RUNNING ROYALTY SCHEDULE
|
Payment
Schedule
|
|
Payment
|
|
Cumulative
Up-front
Payment
|
|
Running
Royalty
Rate
|
|
|
Upon
Signing
|
|
|
****
|
|
|
****
|
|
|
****
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
****
reach
US$
****
.
|
|
|
US$
****
|
|
|
US$
****
|
|
|
****
|
%
|
|
****
reach
US$
****
|
|
|
US$
****
|
|
|
US
$
****
|
|
|
****
|
%
|
|
****
reach
US$
****
|
|
|
US$
****
|
|
|
US
$
****
|
|
|
****
|
%
|
|
****
reach
US$
****
|
|
|
US$
****
|
|
|
US
$
****
|
|
|
****
|
%
|
Other
Details:
|
|
1)
|
Sales
shall be reported and paid
****
.
|
|
|
2)
|
Each
Up-front payment may be paid over a
****
.
For each $
****
Up-front payment, an initial payment of $
****
shall be paid at reaching the
****
threshold,
followed by $
****
within
****
thereafter,
$
****
within
****
after
the initial payment, $
****
within
****
after
the initial payment and $
****
within
****
after the initial payment. Each respective
****
must be completely paid before a
****
can be made, however the
****
takes
effect upon receipt of the $
****
initial payment.
|
|
|
3)
|
The
Agreement and this Appendix II cover the
****
of
all
****
for
****
.
****
for
other applications, including
****
,
is granted.
|
|
|
4)
|
When
a payment for a
****
is
made, the royalty rate will
****
even
if
****
fall below the
****
in
later years.
|
|
|
5)
|
This
Amended Appendix II Agreement embodies the entire understanding
of the
parties with respect to the specifically stated subject matter
set forth
herein and supersedes the terms in all other prior Agreements with
respect
to such specifically stated subject matter, provided, however,
that
related terms and understandings set forth in the Consumer Battery
License
Agreement remain in full force and
effect.
|
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized representatives as of the date signed below:
|
SHENZHEN
HIGH POWER TECH. CO., LTD.
|
|
OVONIC
BATTERY COMPANY, INC.
|
|
|
|
|
|
BY:
/s/
George
Pan
GEORGE
PANG
|
|
BY:
/s/
Michael A.
Fetcenko
MICHAEL
A. FETCENKO
|
|
|
|
|
|
TITLE:
PRESIDENT
|
|
TITLE:
SR. V.P., OBC DIRECTOR
|
|
|
|
|
|
DATE:
August
8,
2007
|
|
DATE:
August
3,
2007
|
|
|
|
|
AMENDED
APPENDIX III
SHENZHEN
HIGH POWER ROYALTY PAYMENT FOR YEARS 2004 TO 2006
Ovonic
Battery Inc. and Shenzhen High Power Tech. Co. Ltd agree to the following
for
the Shenzhen High Power Royalty Payment to Ovonic for the
****
:
|
|
1.
|
UP-FRONT
PAYMENT: Shenzhen High Power has paid an Up-front payment of
US$
****
to
Ovonic Battery in the
****
.
|
|
|
2.
|
AGREED
UPON ROYALTY AMOUNT: Shenzhen High Power will pay a total of
US$
****
to
Ovonic Battery for the entire royalty payment due for the
****
.
This amount of US$
****
is
in addition to the $
****
up-front
payment that Shenzhen High Power made in the
****
to
Ovonic Battery. This amount represents the total Royalty payment
that
Shenzhen High Power and Ovonic Battery agreed is due and owing
for the
****
.
There will be
****
required by Ovonic and Ovonic agrees not to seek additional payment
from
High Power for the
****
.
|
|
|
3.
|
PAYMENT
TERM ARRANGEMENT: In order to fulfill its royalty payment obligation,
Shenzhen High Power will make
****
,of
US$
****
,
totaling US$
****
to
Ovonic Battery. The
****
of
US$
****
will
be made within
****
of
signing of this Amended Appendix III and the
****
of
US$
****
will
be made within
****
of
signing of this Amended Appendix
III.
|
|
|
4.
|
This
Amended Appendix III Agreement embodies the entire understanding
of all
the parties with respect to the specific ally stated subject matter
herein
and supersedes the terms in all other prior Agreements with respect
to
such specific ally stated subject matter, provided, however, that
related
terms and understandings set forth in the Consumer Battery License
Agreement remains in full force and
effect.
|
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized representatives as of the date signed below:
|
SHENZHEN
HIGH POWER TECH. CO., LTD.
|
|
OVONIC
BATTERY COMPANY, INC.
|
|
|
|
|
|
BY:
/s/
George
Pan
GEORGE
PANG
|
|
BY:
/s/
Michael A. Fetcenko
MICHAEL
A. FETCENKO
|
|
|
|
|
|
TITLE: PRESIDENT
|
|
TITLE: SR. V.P., OBC DIRECTOR
|
|
|
|
|
|
DATE:
August
8,
2007
|
|
DATE:
August
3,
2007
|
EXHIBIT
10.3
Date:
February 5, 2007
Loan
Contract
Between
All
Borrowers listed on Appendix 1 hereto (
“Borrowers”)
And
Pan
Dangyu (“Lender”)
This
Contract is entered into on February 5, 2007 by and among:
|
(1)
|
All
Borrowers listed on Appendix 1 hereto (“Borrowers” ); and
|
|
(2)
|
Pan
Dangyu, (“Lender”).
|
Whereas:
|
(1)
|
Hong
Kong Highpower Technology Company Limited (“HK Highpower”) is a company of
limited liability registered and incorporated under the laws
of Hong Kong.
On the date hereof, the authorized share capital of HK Highpower
is
HK$500,000 divided into 500,000 ordinary shares of HK$1 each,
of which,
the issued share capital is HK$500,000 divided into 500,000 ordinary
shares of HK$1 each;
|
|
(2)
|
The
Lender and other existing shareholders of HK Highpower intend
to launch
reverse merger with an OTCBB-listed American company. To motivate
the
employees of HK Highpower (i.e. the Borrowers) to keep on making
contributions to HK Highpower, the Lender and other shareholders,
i.e. Li
Wengliang and Ma Wenwei (“Transferor”) are willing to transfer a number of
the shares of HK Highpower to the Borrowers at the price of HK$80.00
per
share;
|
|
(3)
|
To
complete the transfer of shares, the Lender is willing to provide
the
Borrowers with a total loan of six million Hong Kong Dollars
(HK$6,000,000,00) as prescribed herein (as per the amount of
loan for each
Borrower as listed in Appendix 1 hereto and the provisions on
the transfer
of shares specified in Appendix 2 hereto). NOW THEREFORE, the
parties have
entered into this Contract as
below:
|
|
1.
|
Definitions
and Interpretation
|
1.01
Unless
otherwise stipulated in the context hereof, the following terms shall have
the
following meanings:
“Loan
Amount” means six million Hong Kong Dollars (HK$6,000,000,00) of loan provided
by the Lender for the Borrowers under Article 2 hereof or the loan amount for
each Borrower as listed in Appendix 1 hereto;
“Events
of Breach” means any event listed in Article 8.01 hereof;
“China”
means the People’s Republic of China (excluding Hong Kong);
“Hong
Kong” means Hong Kong Special Administrative Region of the People’s Republic of
China;
“Disposal”
includes any sale, transfer, donation, exchange, reduction, leasing out, waiver
of leasing, license, preservation, abandonment, compromise, cancellation of
mortgage, setup of mortgage, or transaction after giving any option or right
or
interest, or any agreement relating to any one of the above. The concept of
“making disposal” shall be interpreted accordingly;
“Debts”
includes any obligation of paying or repaying the loan (whether present or
future, actual or contingent debts, or the repayment obligation born in the
capacity of debtor);
“Laws”
include common law or customary law and Constitution, treaty, convention,
decree, law, verdict, regulations, temporary regulations and rules, judgment,
detailed rules for implementation, orders, award, rules and regulations with
legal effect, civil law and equity law rules. “Legal” and “illegal” shall also
be interpreted accordingly;
“Hong
Kong Dollars” and “HK$” mean the legal currency of Hong Kong that is in current
circulation or will be issued at any time in the future;
“American
Company” means the OTCBB-listed American company that is the object of the
reverse merger contemplated by the Lender and other HK Highpower shareholders
through the transfer of HK Highpower shares;
“Shenzhen
Highpower” means Shenzhen Highpower Technology Company Limited, a company wholly
owned by HK Highpower and registered under the laws of China.
1.02
Unless
otherwise described in the context, the following term used herein shall
have
the following meanings:
This
“Contract” or any other agreement mentioned herein includes any revision,
supplementation or update made to this Contract and such other agreements from
time to time;
1.03
Headings
are for convenience only and should be disregarded in the interpretation
hereof.
Unless otherwise indicated, the conditions and appendixes mentioned herein
mean
the conditions hereof and appendixes hereto.
1.04
A
written
law includes any revision thereof that will not increase the responsibilities
of
the parties to this Contract hereunder;
1.05
Unless
otherwise stipulated, time means Hong Kong time.
1.06
The
signatories mentioned herein shall include (when appropriate) their respective
inheritors or transferees (whether or not created due to any
merger).
Subject
to the terms and conditions hereof and the representations, warranties and
covenants made by the Borrowers herein, the Lender agrees to provide a loan
for
the Borrowers as set forth in Appendix 1 hereof, which amounts to a total of
six
million Hong Kong Dollars (HK$6,000,000.00), while the Borrowers agree to accept
the loan as per the terms and conditions hereof and fulfill their obligations
and responsibilities stipulated hereunder.
The
Borrowers hereby guarantee and undertake to the Lender that
the
entire loan will be used toward the purchase of the shares of HK Highpower
as
set forth in Appendix 2 hereto; the Borrowers agree that the Lender can pay
the
loan amount directly to the transferor.
The
loan
does not bear any interest. The Borrowers shall not pay any interest on the
loan.
5.01
The
Borrowers undertake to repay the loan to the Lender:
|
|
(a)
|
Within
one month after expiration or termination of the labor contract between
the Borrowers and HK Highpower;
|
|
|
(b)
|
When
any Event of Breach takes place; and
|
|
|
(c)
|
Before
the Borrowers transfer all or part of the shares of HK Highpower
or the
American company.
|
5.02
The
Borrowers can also repay the loan, in part or in whole, to the Lender ahead
of
schedule at any time they see fit, provided that the other covenants (especially
those in Article 6 hereof) made by the Borrowers herein shall remain valid
and
applicable.
5.03
The
Borrowers can repay the loan to the Lender in cash or by transferring to
the
Lender the shares of HK Highpower or the American Company in their possession
that are of same amount in value as the loan amount.
|
6.
|
Covenants
of the Borrowers
|
6.01
The
Borrowers hereby undertake to the Lender as follows:
|
|
(a)
|
Continued
Implementation of Labor Contract
|
The
Borrowers undertake to continue to fulfill the responsibilities under the labor
contract they have signed with Shenzhen Highpower and to serve Shenzhen
Highpower for a minimum number of years as indicated in Appendix 3 hereto.
The
minimum number of years of service shall start on the day the loan takes effect.
If
the
above-mentioned labor contract is terminated by the Borrowers or Shenzhen
Highpower, the Borrowers undertake to repay the loan to the Lender in cash
or by
transferring to the Lender the shares of HK Highpower or the American Company
in
their possession that are of same amount in value as the loan amount (including
the dividends accumulated and not yet distributed since the date of their
purchase of the shares of HK Highpower). The Borrowers agree that the Lender
can, at that time, use the part of loan still owed by the Borrowers to set
off
the price first and then pay off the balance.
|
|
(b)
|
Assistance
Given to HK Highpower in the Reverse
Merger
|
For
the
purpose of completing the reverse merger with the American Company by HK
Highpower, the Borrowers agree and undertake to transfer the shares of HK
Highpower in their possession to the American Company pursuant to the provisions
concluded by the Lender and the American Company for exchange of the shares
of
the American Company, to sign all relevant acquisition agreements and to
transfer documents in a timely manner.
Except
for the exchange and transfer related to the American Company mentioned in
above
Article 6.1 (b), the Borrowers undertake not to transfer, donate, use as debts
setoff, abandon or otherwise dispose of all or part of the shares of HK
Highpower during the lock-in period. For the Borrowers, the locked-in period
prescribed herein is from the date this Contract is executed until their
repayment of the entire loan to the Lender and fulfill the minimum number of
years of service for Shenzhen Highpower as specified in Appendix 3
hereto.
The
Borrowers undertake that if they transfer, donate, use as debts setoff, abandon
or otherwise dispose of all or part of the shares of HK Highpower or the
American Company in their possession after the expiration of the locked-in
period specified in Article 6.01 (c), the Lender shall enjoy preemptive right
to
buy such shares from the Borrowers under the same conditions.
The
Borrowers undertake to send the Lender a written notice about their intention
to
transfer, donate, use as debts setoff, abandon or otherwise dispose of all
or
part of the shares of HK Highpower or the American Company in their possession.
The Lender can exercise his preemptive right within seven days after receipt
of
the notice, during which period the Borrowers shall not make transfer or agree
to transfer to any third party.
The
Borrowers agree that, while they still owe the Lender any loan, the Lender
will
receive on their behalf all the dividends and assets distributed to them by
HK
Highpower and the American Company and are vested with full power to use such
dividends and assets against repayment of the loan and debts owed by the
Borrowers to the Lender. The Borrowers undertake to sign all necessary documents
and to take all necessary actions as reasonably required by the Lender so as
to
enable the Lender to directly collect related dividends and assets prescribed
herein.
The
Borrowers hereby irrevocably and unconditionally vest the Lender with the voting
right of the shares of HK Highpower in their possession and undertake to vest
him with the voting right of the shares of the American Company that they will
have in the future for actual and unlimited exercise, as if the Lender were
the
holder of the shares of HK Highpower or the American Company and enjoyed all
the
powers, rights and interests relating to the exercise of voting right. The
Borrowers undertake to sign all necessary documents and take all necessary
actions as reasonably required by the Lender to authorize the Lender to exercise
the voting right on behalf of the Borrowers as prescribed herein.
|
7.
|
Representations
and Warranties
|
7.01
The
Borrowers represent and warrant that they will comply with the articles of
association, the bylaws and assume other responsibilities relating to their
shareholder status of HK Highpower and the American Company.
7.02
The
Borrowers understand that the Lender has entered into this Contract based on
his
trust in and reliance on the representations and warranties contained herein.
8.01
Any
of
the following events shall constitute an Event of Breach:
The
Borrowers have transferred donated, use as debts setoff, abandoned or otherwise
disposed of all or any part of the shares of HK Highpower or the American
Company in their possession or the right to dividends or actual interests
associated therewith without obtaining the prior written consent of Lender,
unless prescribed herein.
The
Borrowers have violated any covenant, any other obligations or responsibility
hereunder.
|
|
(c)
|
Material
Adverse Changes
|
The
Lender has reasonable basis to believe that there is material adverse changes
in
the business operation and financial position of the Borrowers.
|
|
(d)
|
Potential
Event of Breach
|
Any
other
event or circumstance that may become an Event of Breach because the Lender
sends a notice, the Lender determines there is material adverse impact, or
the
grace period for rectification has expired.
In
addition to repayment of loan under Article 5.01, the Borrowers shall also
indemnify the Lender for any expenses, losses, costs (including attorney fees
and other legal expenses), liabilities or indemnities (including loss in
interest difference) caused as a result of occurrence or the continued existence
of any actual or potential Event of Breach.
9.01
Interests
and Responsibilities
This
Contract shall secure the interests of any successor or transferee and they
shall be bound by this Contract. The signatories mentioned herein include the
relating successors and transferees.
The
Borrowers shall not transfer any of their rights and obligations hereunder.
The
Lender may transfer all or part of his rights, interests or responsibilities
hereunder to any third party at any time without obtaining the consent of the
Borrowers. The transferee shall be deemed as a contracting party hereto and,
as
such, enjoy the same interests and bear the same responsibilities as those
of
the Lender provided hereunder.
If
required by the Lender, the Borrowers shall sign an agreement with the Lender
and his transferee to transfer all or part of the rights, interests and
responsibilities of the Lender hereunder. From the date said agreement is
signed, the Borrowers shall relieve the Lender of his responsibilities
transferred in part or in whole and shall seek from the transferee for
performing relevant responsibilities.
Subject
to Article 9.02, the Borrowers agree that the Lender may allow any third party
at any time to get involved or take part in this Contract in any form to share
and assume the Lender’s rights, interests and responsibilities hereunder.
9.06
Disclosure
of Information
The
Lender may, at any time, provide any third party who has the potential to become
a transferee, inheritor or participant with the data regarding the amount of
the
loan, the financial position of the Borrowers, the business status and assets,
the content of this Contract and other credit files, relevant transactions
and
the loan conditions.
|
10.
|
Revision,
Waiver and Compensation
|
Any
revision or waiver of any provision hereof and any waiver statement made due
to
any breach hereunder are not valid until they are signed in written form by
the
authorized representatives of the signatories.
|
11.
|
Notices
and Communications
|
11.01
Address or Fax Number
Unless
otherwise stipulated, any notice, demand or other communication given to the
Borrowers or the Lender hereunder shall be in written form and be sent via
courier or mail, postage prepaid, to the address listed in Appendix 4 hereto
(or
to other address or fax number upon a specific three-day written prior notice
to
the recipient).
11.02
Service of Communication
Any
notice, demand or other communication given to the Borrowers shall be deemed
effectively given: (a) by courier; (b) three days after being sent by mail,
subject to evidence showing that said notice, demand or other communications
have been sent to the correct address postage prepaid; (c) when sent by fax
(proven by complete record of transmission). But, any notice, demand or other
communication sent by the Borrowers to the Lender shall be deemed effectively
given only after they are actually received by the Lender.
|
12.
|
Certificate
of Liabilities
|
The
authorized employee of the Lender will sign a written certificate within the
designated time limit concerning the liabilities of the Borrowers in this
Contract and other credit files, which shall be absolutely binding upon the
Borrowers (including use during legal procedures) and against which the
Borrowers shall not raise any objections (except for any manifest errors
contained herein).
The
related documents described herein constitute the entire obligations of the
Lender and the Borrowers and supersede any previous expressions of intent and
understanding in respect of the transaction contemplated herein.
|
14.
|
Severability
and Conflict
|
In
accordance with the applicable laws, if any provision hereof is illegal, invalid
or unenforceable or being declared as illegal, invalid or unenforceable by
a
court or arbitral tribunal, such provision shall be deleted from this Contract
as far as possible within the scope allowed by the applicable laws so that
the
legality, validity and enforceability of other provisions hereof will not be
prejudiced. After the deletion, all of the remaining provisions shall remain
valid.
|
15.
|
Governing
Laws and Jurisdiction
|
15.01
Jurisdiction
This
Contract and the rights and obligations of the parties hereto are governed
by
and interpreted in accordance with the laws of Hong Kong. The Borrowers agree
that any and all law suits or proceedings arising from this Contract or in
connection therewith shall be handled by a Hong Kong court. The Borrowers
irrevocably agree to and accept the nonexclusive jurisdiction of Hong Kong
courts over any legal actions or proceedings which arise from themselves or
their properties; however,, the Borrowers agree that the Lender may file a
law
suit with the court where the Borrowers are located, which also has jurisdiction
over this Contract.
15.02
Non-exclusivity of Lawsuits
This
Contract shall not restrict the Lender from initiating any law suits or
proceedings against the Borrowers or their property in other national or
regional courts with jurisdiction, nor shall it restrict any process of service
allowed by the applicable laws. Lender’s initiating or carrying out a lawsuit in
one or more than one national or regional court with jurisdiction does not
exclude an action being brought with another national or regional court, whether
or not the two are simultaneous.
15.03
Acceptance of Judgment
For
law
suit arising from this Contract or in connection therewith, the Borrowers hereby
irrevocably and unconditionally waive any objection in this regard if they
choose to initiate law suit in Hong Kong now or in the future.. The Borrowers
also agree that the final judgment from such law suit has conclusive effect
and
can be enforced in other countries or regions with jurisdiction. The
authenticated counterpart of the judgment shall be deemed as the final evidence
of the facts and amounts of the debts.
The
Borrowers hereby irrevocably appoint Mr. Chen Jinfu (address: Room 2105,
21
st
/F,
Langham Office Tower, 8 Argyle Street, Mong Kok, Hong Kong) as their agent
to
collect and acknowledge any writ, subpoena, judgment or other notices in Hong
Kong on their behalf. If for any reason, said agent (or his successor) refuses
to act or no longer acts as the agent of the Borrowers for purpose hereof,
the
Borrowers shall immediately appoint a succeeding agent that is satisfactory
to
the Lender, notify the Lender of the new appointment, and send the Lender a
copy
of the power of attorney which authorizes the new agent to accept documents
from
the legal proceedings. However, prior to receipt of such notice, the Lender
has
the right to deem the above agent (or his successor) as the agent of the
Borrowers for the purpose of this clause. The Borrowers agree that any document
of the above legal proceedings shall be deemed to be sufficiently delivered
if
it is sent to the service agent to his address then in Hong Kong, whether or
not
the service agent forwards the document to the Borrowers.
Appendix
1
List
of
Borrowers
|
Borrowers
|
Loan
Amount (HKD)
|
Loan
Amount Transferee
|
|
QIU
Yuzhi
|
948,000
|
LI
Wenliang
|
|
XIAO
Wenjia
|
720,000
|
LI
Wenliang
|
|
ZhONG
Cheng
|
140,000
|
LI
Wenliang
|
|
GONG
Haiguan
|
64,000
|
LI
Wenliang
|
|
WANG
Yuanfei
|
64,000
|
LI
Wenliang
|
|
ChEN
Dong
|
64,000
|
LI
Wenliang
|
|
QIU
Yu
|
240,000
|
MA
Wenwei
|
|
LIU
Wenxin
|
200,000
|
MA
Wenwei
|
|
KONG
Lingkun
|
400,000
|
MA
Wenwei
|
|
LIAO
Xingqun
|
200,000
|
MA
Wenwei
|
|
WEN
Heng
|
200,000
|
MA
Wenwei
|
|
GUO
Yujie
|
200,000
|
MA
Wenwei
|
|
SU
Yangxiang
|
40,000
|
MA
Wenwei
|
|
HAN
Xiaohui
|
40,000
|
MA
Wenwei
|
|
ZHANG
Dehui
|
200,000
|
MA
Wenwei
|
|
GAN
Yongzhong
|
140,000
|
MA
Wenwei
|
|
ZHUO
Dagao
|
76,000
|
MA
Wenwei
|
|
PU
Lixiang
|
140,000
|
MA
Wenwei
|
|
HUANG
Renhua
|
60,000
|
MA
Wenwei
|
|
GUO
Yongqiang
|
60,000
|
MA
Wenwei
|
|
PAN
Xiaoling
|
400,000
|
MA
Wenwei
|
|
TANG
Dongfang
|
400,000
|
MA
Wenwei
|
|
YIN
Zhouhao
|
400,000
|
MA
Wenwei
|
|
LI
Xiangli
|
200,000
|
MA
Wenwei
|
|
WU
Yue
|
64,000
|
MA
Wenwei
|
|
CHEN
Jiang
|
140,000
|
MA
Wenwei
|
|
TANG
Suiming
|
200,000
|
MA
Wenwei
|
|
Total
|
6,000,000
|
|
Appendix
2
Share
Transfer of HK Highpower
|
Borrower
|
Transferor
|
Shares
Transferred by HK Highpower
|
|
QIU
Yuzhi
|
LI
Wenliang
|
11,850
|
|
XIAO
Wenjia
|
LI
Wenliang
|
9,000
|
|
ZhONG
Cheng
|
LI
Wenliang
|
1,750
|
|
GONG
Haiguan
|
LI
Wenliang
|
800
|
|
WANG
Yuanfei
|
LI
Wenliang
|
800
|
|
ChEN
Dong
|
LI
Wenliang
|
800
|
|
QIU
Yu
|
MA
Wenwei
|
3,000
|
|
LIU
Wenxin
|
MA
Wenwei
|
2,500
|
|
KONG
Lingkun
|
MA
Wenwei
|
5,000
|
|
LIAO
Xingqun
|
MA
Wenwei
|
2,500
|
|
WEN
Heng
|
MA
Wenwei
|
2,500
|
|
GUO
Yujie
|
MA
Wenwei
|
2,500
|
|
SU
Yangxiang
|
MA
Wenwei
|
500
|
|
HAN
Xiaohui
|
MA
Wenwei
|
500
|
|
ZHANG
Dehui
|
MA
Wenwei
|
2,500
|
|
GAN
Yongzhong
|
MA
Wenwei
|
1,750
|
|
ZHUO
Dagao
|
MA
Wenwei
|
950
|
|
PU
Lixiang
|
MA
Wenwei
|
1,750
|
|
HUANG
Renhua
|
MA
Wenwei
|
750
|
|
GUO
Yongqiang
|
MA
Wenwei
|
750
|
|
PAN
Xiaoling
|
MA
Wenwei
|
5,000
|
|
TANG
Dongfang
|
MA
Wenwei
|
5,000
|
|
YIN
Zhouhao
|
MA
Wenwei
|
5,000
|
|
LI
Xiangli
|
MA
Wenwei
|
2,500
|
|
WU
Yue
|
MA
Wenwei
|
800
|
|
CHEN
Jiang
|
MA
Wenwei
|
1,750
|
|
TANG
Suiming
|
MA
Wenwei
|
2,500
|
Appendix
3
Minimum
Year of Service Undertaken by Borrowers with HK Highpower
|
Borrowers
|
Minimum
Year of Service Undertaken with HK Highpower
|
|
QIU
Yuzhi
|
Three
Years
|
|
XIAO
Wenjia
|
Three
Years
|
|
ZhONG
Cheng
|
Three
Years
|
|
GONG
Haiguan
|
Five
Years
|
|
WANG
Yuanfei
|
Three
Years
|
|
ChEN
Dong
|
Three
Years
|
|
QIU
Yu
|
Three
Years
|
|
LIU
Wenxin
|
Five
Years
|
|
KONG
Lingkun
|
Five
Years
|
|
LIAO
Xingqun
|
Five
Years
|
|
WEN
Heng
|
Five
Years
|
|
GUO
Yujie
|
Five
Years
|
|
SU
Yangxiang
|
Three
Years
|
|
HAN
Xiaohui
|
Three
Years
|
|
ZHANG
Dehui
|
Five
Years
|
|
GAN
Yongzhong
|
Five
Years
|
|
ZHUO
Dagao
|
Three
Years
|
|
PU
Lixiang
|
Three
Years
|
|
HUANG
Renhua
|
Three
Years
|
|
GUO
Yongqiang
|
Three
Years
|
|
PAN
Xiaoling
|
Five
Years
|
|
TANG
Dongfang
|
Five
Years
|
|
YIN
Zhouhao
|
Three
Years
|
|
LI
Xiangli
|
Three
Years
|
|
WU
Yue
|
Three
Years
|
|
CHEN
Jiang
|
Three
Years
|
|
TANG
Suiming
|
Three
Years
|
IN
WITNESS WHEREOF, this Agreement is executed as of the date first indicated
above.
|
this
Agreement executed, sealed and delivered)
|
|
By:
PAN D
angyu
|
/s/
Pan Dang Yu
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
|
|
住址
:
|
|
|
|
|
|
Borrower
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
QIU
Yuzhi
|
/s/
Qiu Yuzhi
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
XIAO
Wenjia
|
/s/
Xiao Wenjia
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
ZHONG
Cheng
|
/s/
Zhong Cheng
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/ Liu
Jingli
|
|
Personal
ID:
|
|
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
GONG
Haiguan
|
/s/
Gong Haiguan
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
WANG
Yuanfei
|
/s/
Wang Yuanfei
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
|
|
this
Agreement executed, sealed and delivered)
|
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By:
CHEN
Dong
|
/s/
Chen Dong
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
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|
Personal
ID:
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this
Agreement executed, sealed and delivered)
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By:
QIU
Yu
|
/s/
Qiu Yu
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
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|
Personal
ID:
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this
Agreement executed, sealed and delivered)
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By:
LIU
Wenxin
|
/s/
Liu Wenxin
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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this
Agreement executed, sealed and delivered)
|
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By:
KONG
Lingkun
|
/s/
Kong Lingkun
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Witness:
LIU
Jingli
|
/s/ Liu
Jingli
|
|
Personal
ID:
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this
Agreement executed, sealed and delivered)
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By:
LIAO
Xingqun
|
/s/
Liao Xingqun
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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this
Agreement executed, sealed and delivered)
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By:
WEN
Heng
|
/s/
Wen Heng
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
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this
Agreement executed, sealed and delivered)
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By:
GUO
Yujie
|
/s/
Guo Yujie
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
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this
Agreement executed, sealed and delivered)
|
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By:
SU
Yangxiang
|
/s/
Su Yangxiang
|
|
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
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this
Agreement executed, sealed and delivered)
|
|
By:
HAN
Xiaohui
|
/s/
Han Xiaohui
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
ZHANG
Dehui
|
/s/
Zhang Dehui
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
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|
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this
Agreement executed, sealed and delivered)
|
|
By:
GAN
Yongzhong
|
/s/
Gan Yongzhong
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
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this
Agreement executed, sealed and delivered)
|
|
By:
ZHUO
Dagao
|
/s/
Zhuo Dagao
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
|
|
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this
Agreement executed, sealed and delivered)
|
|
By:
PU
Lixiang
|
/s/
Pu Lixiang
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
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this
Agreement executed, sealed and delivered)
|
|
By:
HUANG
Renhua
|
/s/
Huang Renhua
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
|
|
this
Agreement executed, sealed and delivered)
|
|
By:
GUO
Yongqiang
|
/s/
Guo Yongqiang
|
|
|
|
|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
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this
Agreement executed, sealed and delivered)
|
|
By:
PAN
Xiaoling
|
/s/
Pan Xiaoling
|
|
|
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|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
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|
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this
Agreement executed, sealed and delivered)
|
|
By:
TANG
Dongfang
|
/s/
Tang Dongfang
|
|
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|
Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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this
Agreement executed, sealed and delivered)
|
|
By:
YIN
Zhouhao
|
/s/
Yin Zhouhao
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
|
|
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this
Agreement executed, sealed and delivered)
|
|
By:
LI
Xiangli
|
/s/
Li Xiangli
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
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this
Agreement executed, sealed and delivered)
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By:
WU
Yue
|
/s/
Wu Yue
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
|
|
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this
Agreement executed, sealed and delivered)
|
|
By:
CHEN
Jiang
|
/s/
Chen Jiang
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|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
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|
|
|
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this
Agreement executed, sealed and delivered)
|
|
By:
TANG
Suiming
|
/s/
Tang Suiming
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|
|
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Witness:
LIU
Jingli
|
/s/
Liu Jingli
|
|
Personal
ID:
|
Blanks
in
Contract are blank in executed contract
EXHIBIT
10.4
GF
- 2000 - 2601
Contract
No.: 441302 - B - 112
State-owned
Land Use Rights Grant Contract
Formulated
under the Supervision of
Ministry
of Land and Resources of the People
’s
Republic of China
State
Administration for Industry and Commerce of the People’s Republic of
China
Instructions
for Use
A.
The
State-owned Land Use Rights Grant Contract contains the main body and Appendix:
Map of Boundary of the Land Plot to Be Granted.
B.
The
Grantor under this Contract shall be the land administration department of
the
people’s government entitled to grant the land use rights.
C.
The
land
use purposes in Article 4 hereof shall be filled in pursuant to the stipulations
in Investigation Procedures on Urban and Township Cadastral with respect to
Class II Land; where comprehensive uses are intended, please specify all
specific use purposes and their respective percentage of land occupancy
area.
D.
The
land
conditions in Article 5 hereof shall be selected and filled in based on the
actual agreements reached between the parties. Where it involves processing
of
grant formalities for previously allocated land use rights, select Article
5.3;
where it involves land for development and construction, select Article 5.1
or
5.2 in accordance with the degree of land development at the time of delivery
as
promised by the Grantor. If demolition and ground leveling have been completed
at the time of delivery as promised by the Grantor, select Article 5.1; if
demolition and ground leveling have not been completed, select Article 5.2
and
indicate the status of area etc in respect of the buildings and other
aboveground fixtures that need to be removed. In respect of infrastructure
conditions, fill in “seven connections”, “three connections” etc and
specifically indicate the contents of infrastructure, such as “connection of
road, electricity and water” etc.
E.
With
respect to the methods to pay the grant fee for land use rights as stipulated
in
Article 9 hereof, if the parties agree to adopt lump-sum payment in respect
of
the grant fee, select Article 9.1; if the grant fee is to be paid in
installments, select Article 9.2.
F.
In
Article 20 hereof, if it involves house development, select Article 20.1; if
it
involves land development as a whole lot, select Article 20.2.
G.
In
the
provisions in connection with the effectiveness of this Contract in Article
40
hereof, where the Land Plot grant plan has been approved by the competent
people’s government, the Contract shall come into force in accordance with
provisions of Article 20.1; where the Land Plot grant plan has not been approved
by the competent people’s government, the Contract shall come into force in
accordance with provisions of Article 20.2.
State-Owned
Land Use Rights Grant Contract
Chapter
I General Provisions
Article
1
The
Parties to this Contract:
The
Grantor:
Land
and Resources Bureau of Huizhou City, Guangdong Province
;
The
Grantee:
Shenzhen
Highpower Technology Company Limited
In
accordance with the
Land
Administration Law of the People's Republic of China
,
the
Law
of the People’s Republic of China on Administration of Urban Real
Estate
,
the
Contract
Law of the People’s Republic of China
and
other laws, administrative regulations and local regulations, and in the
principles of equality, voluntariness, due compensation and good faith, the
Parties hereby enter into this Contract.
Article
2
The
Grantor grants the land use rights as authorized by the laws. The ownership
of
the land so granted belongs to the People’s Republic of China. The State
possesses the jurisdiction and administrative powers over such land as granted
by the Constitution and laws as well as other powers to be exercised by the
State as stipulated in the laws of the People’s Republic of China and other
rights necessary to safeguard social and public interests. All underground
resources, buried articles and municipal public utilities are excluded from
the
scope of land use rights grant.
Chapter
II Delivery of Land so Granted and Payment of Grant Fee
Article
3
The
Land
Plot to be granted by the Grantor to the Grantee is located at
Xinhu
Industrial Zone, Ma’an Township, Huicheng District. T
he
Land
Plot number is:
(in
blank)
.
The
total area of the Land Plot is
One
Hundred and Twenty Six Thousand Six Hundred and Five
square
meters (126,605 square meters), of which the area of the land to be granted
is
(in
blank)
(in
words) (
(in
blank)
(in
figures)) square meters. The four ends of the Land Plot to be granted hereunder
and the coordinates of its boundary marking points are detailed in Appendix:
Map
of Boundary of the Land Plot to be Granted.
Article
4
The
Land
Plot to be granted under this Contract is
for
industrial purposes
.
Article
5
[This
clause is marked as blank]
The
Grantor agrees to deliver the Land Plot so granted to the Grantee before
__________ (date) and the Grantor agrees that at the time of delivery such
Land
Plot shall meet the land conditions as stipulated in Article __________
below:
5.1
The
ground has been leveled and the surrounding infrastructure has achieved
__________
connections, namely connection of __________;
5.2
The
surrounding infrastructure has achieved __________ connections, namely the
connection of __________, however, relocation and ground leveling have not
been
completed at the site. The status of buildings and other aboveground fixtures
are as follows: __________;
5.3
The
existing land conditions.
Article
6
The
term
of grant of land use rights hereunder is
fifty
years
,
commencing from the date on which the Grantor actually delivers the land to
the
Grantee. As for any previously allocated land for which land use right grant
formalities are being processed in arrear, the term of grant shall commence
from
the date of execution of the land use right grant contract.
Article
7
The
grant
fee for land use rights in respect of the Land Plot (the “Grant Fee”) hereunder
is
RMB
One Hundred and Fourteen per square meters (RMB 114.00 per square
meter)
;
totaling
RMB
Fourteen Million Four Hundred and Forty Thousand (RMB
14,440,000.00)
.
Article
8
[This
clause is marked as blank]
The
Grantee shall, within
(in
blank)
days
after both Parties have signed this Contract, pay to the Grantor RMB
(in
blank)
(in
words) (RMB
(in
blank)
(in
figure)) as deposit for performance of this Contract. The deposit shall serve
as
part of the Grant Fee.
Article
9
The
Grantee agrees to pay to the Grantor the Grant Fee in accordance with Article
9.1 below.
9.1
Within
30
days
from the date of execution of this Contract, pay off the above Grant Fee in
one
lump sum.
9.2
Pay
to
the Grantor the above grant fee for land use rights in __________
installments
at the time and amount as stipulated as follows:
No.1
Installment
RMB
(in
blank)
(in
words) (RMB
(in
blank)
(in
figure)), time of payment: before __________
(date).
No.2
Installment
RMB
(in
blank)
(in
words) (RMB
(in
blank)
(in
figure)), time of payment: before __________
(date).
No.
Installment
RMB
(in
blank)
(in
words) (RMB
(in
blank)
(in
figure)), time of payment: before __________
(date).
No.
Installment
RMB
(in
blank)
(in
words) (RMB
(in
blank)
(in
figure)), time of payment: before __________
(date).
Where
the
Grant Fee is to be paid in installments, the Grantee shall, at the time of
paying the No.2 Installment and the subsequent installments of the Grant Fee,
pay to the Grantor the accrued interest at the rate of bank loans of
corresponding term.
Chapter
III Development, Construction and Land Use
Article
10
Within
30
days as
of the date hereof, both Parties shall make on-spot verification of the boundary
markers at each boundary point in accordance with the Appendix: Map of Boundary
of the Land Plot to be Granted. The Grantee shall properly protect the land
boundary markers and shall not remove them without any authorization. Where
any
boundary marker is damaged or removed, the Grantee shall immediately submit
to
the Grantor a written report applying for a re-measurement and restoration
of
the boundary markers.
Article
11
Where
the
Grantee intends to newly construct any building within the scope of the Land
Plot hereunder, it shall comply with the following requirements:
Nature
of
the main building:
(in
blank)
;
Nature
of
the accessory building:
(in blank)
;
Floor-area
ratio:
(in
blank)
;
Building
density:
(in
blank)
;
Height
limits of building:
(in blank)
;
Percentage
of green area:
(in blank)
;
Other
land use requirements:
(in blank)
Article
12
The
Grantee agrees to jointly construct the following projects within the scope
of
the Land Plot hereunder, which shall be handed over the government without
compensation after completion of their construction:
12.1
___
(in
blank)
;
12.2
(in
blank)
;
12.3
(in
blank)
.
Article
13
The
Grantee agrees to commence construction work before November 23, 2007.
Where
it
fails to commence
the
construction within the specified time period, the Grantee shall submit to
the
Grantor an application for extension 30 days in advance. However, the maximum
period of extension shall not exceed one year.
Article
14
When
the
Grantee carries out any construction work on the Land Plot so granted, it shall
follow the relevant provisions regarding the interconnection of water, gas,
sewage and other facilities inside the Land Plot with the main pipelines, power
substations and access facilities located outside the Land Plot.
The
Grantee agrees that all kinds of pipes and lines to be laid by the government
for public utilities may enter and exit, pass or cross the Land
Plot.
Article
15
The
Grantee shall, within 30 days after full payment of the Grant Fee as stipulated
herein, presenting this Contract and payment receipt for the Grant Fee, apply
to
the Grantor for processing of land registration, receive the State-owned Land
Use Certificate and obtain the land use rights in accordance with relevant
provisions.
The
Grantor shall, within 30 days after accepting the application for land
registration, process the land use rights registration formalities and issue
the
State-owned Land Use Certificate according to law.
Article
16
The
Grantee must reasonably utilize the land according to law and no activities
conducted by the Grantee on the Land Plot so granted shall damage or destroy
the
surrounding environment or facilities; where the State or other parties suffer
any losses, the Grantee shall be responsible for compensation.
Article
17
During
the term of grant, the Grantee must utilize the land in accordance with the
land
use purposes and land use conditions as stipulated herein. Where the Grantee
needs to change the land use purposes and land use conditions as stipulated
herein, it must undergo the relevant approval formalities according to law
and
shall apply to the Grantor for its consent; the parties may then enter into
an
amendment agreement to the land use rights grant contract or sign a new land
use
rights grant contract, readjust the Grant Fee, and undergo registration for
change of land use purposes.
Article
18
The
government reserves the right to adjust the urban planning in respect of the
Land Plot hereunder; where there is any amendment to the original land
utilization plan, the existing buildings on such Land Plot shall not be
affected, provided that if any buildings or attachments on said Land Plot need
to be reconstructed, renovated or rebuilt within the term of grant, or if the
Grantee applies for renewal of this Contract upon expiration of the initial
term, the then prevailing plan must be implemented.
Article
19
The
Grantor shall not take back the land use rights obtained by the Grantee
according to law before expiration of the term as stipulated herein. If, under
special circumstances, the land use rights are required to be taken back before
expiration of the term for purpose of social and public interests, the Grantor
shall report the matter for approval in accordance with the statutory procedures
and offer appropriate compensation to the Grantee based on the value of the
buildings and other aboveground fixtures at the time of take-back and the price
of land use rights for the remaining term.
Chapter
IV Transfer, Lease and Mortgage of the Land Use Rights
Article
20
After
the
Grantee has paid in full the Grant Fee, received the State-owned Land Use
Certificate and obtained the land use rights, it shall be entitled to transfer,
lease or mortgage the land use rights granted hereunder in whole or in part,
provided that when Grantee transfer (including sale, exchange and donation)
the
land use right with the remaining term for the first time, it shall report
to
the Grantor for determination that it has fulfilled the conditions set forth
in
Article
20.1
below:
20.1
It
has carried out investment and development activities in accordance with the
provisions hereof and has completed development activities valued at over 25%
of
the total investment;
20.2
It
has carried out investment and development activities in accordance with the
provisions hereof and has created conditions for the land to be used for
industrial purposes or other construction purposes.
Article
21
Where
the
land use rights is to be transferred or mortgaged, the relevant parties to
such
transfer or mortgage shall enter into a transfer or mortgage contract in written
form; where the lease term of land use rights exceeds six months, the lessor
and
the lessee shall also enter into a lease contract in written form.
The
transfer, mortgage or lease contract in respect of the land use rights shall
not
breach the State laws or regulations or the provisions of this Contract.
Article
22
In
event
of a transfer of the land use rights, the rights and obligations stated in
this
Contract and the registration documents shall also be transferred accordingly.
After completion of transfer, the term of the land use rights shall be the
remainder of the term specified herein minus the number of years that has
already been used. In event that the land use rights hereunder are leased in
whole or in part, the Grantee shall continue to assume the rights and
obligations stated in this Contract and the registration documents.
Article
23
In
event
of a transfer, lease or mortgage of the land use rights, the buildings and
other
aboveground fixtures shall be transferred, leased or mortgaged along therewith.
In event of a transfer, lease or mortgage of the buildings and other aboveground
fixtures, the land use rights shall be transferred, leased or mortgaged along
therewith.
Article
24
In
event
of a transfer, lease or mortgage of the land use rights, the relevant parties
to
such transfer, lease or mortgage shall, within 30 days from the date of
execution of the relevant contract, presenting this Contract and the relevant
transfer, lease or mortgage contract as well as the State-owned Land Use
Certificate, apply to the land administration department for handling the land
registration formalities.
Chapter
V Expiration of Term
Article
25
Upon
expiration of the term of use as stipulated herein, if the land user requires
continuing its use of the Land Plot hereunder, it shall, by no later than one
year before expiration of the term, submit an application to the Grantor for
renewal of the term. The Grantor shall grant its approval except for the
circumstance that the Land Plot hereunder needs to be taken back based on the
requirements of social and public interests.
Where
the
Grantor agrees on the renewal, the Grantee shall undergo the formalities for
compensated land use according to law and enter into a new contract with the
Grantor for land use with compensation, and pay the land use fee.
Article
26
Where
the
Grantee fails to submit an application for renewal upon expiration of the term
of grant, or fails to obtain approval pursuant to Article 25 hereof after it
applies for renewal, it shall return the State-owned Land Use Certificate.
The
Grantor shall, on behalf of the State, take back the land use rights and process
formalities for cancellation of registration in respect of the land use rights
in accordance with the relevant stipulations.
Article
27
Where
the
Grantee fails to apply for renewal upon expiration of the term of grant, the
land use rights hereunder, the buildings and other aboveground fixtures shall
be
taken back without compensation by the Grantor on behalf of the State. The
Grantee shall maintain the normal use functions in respect of the buildings
and
other aboveground fixtures and shall not deliberately damage the same. Where
the
buildings and other aboveground fixtures have lost their normal use functions,
the Grantor may require the Grantee to remove or demolish the same and restore
the Land Plot to a leveled ground.
Article
28
Where
the
Grantee applies for renewal upon expiration of the term of grant and the Grantor
fails to approve the renewal in accordance with the provisions of Article 25
hereof, the land use rights shall be taken back without compensation by the
Grantor on behalf of the State. However, the Grantor shall, based on the
residual value of the buildings and other aboveground fixtures at the time
of
take-back, offer appropriate compensation to the Grantee.
Chapter
VI Force Majeure
Article
29
Neither
Party shall be responsible for any non-performance of this Contract in whole
or
in part caused by any force majeure, provided that, if conditions permit, such
Party shall take all necessary remedial measures to mitigate the losses
resulting from such force majeure. Where any force majeure occurs after a Party
delays its performance, such Party shall not be exempted from its
responsibilities.
Article
30
A
Party
encountering force majeure events shall notify the other Party within 24 hours
of such force majeure by mailed letters, telegram, telex, fax or other written
forms and shall, within 3 days after occurrence of such force majeure event,
submit a report to the other Party specifying the reasons for its inability
to
perform this Contract in whole or in part or for its delayed
performance.
Chapter
VII Default Liabilities
Article
31
The
Grantee must pay the Grant Fee within the specified time period in accordance
with provisions of this Contract. If the Grantee fails to pay the Grant Fee
within the specified time limit, commencing from the date when any amount falls
due and payable, the Grantee shall, for each day of delay, pay an overdue
penalty to the Grantor in an amount equal to 0.2% of the overdue amount; where
the period of delayed payment exceeds six months, the Grantor shall be entitled
to cancel this Contract and take back the land, in which case the Grantee shall
have no right to require a refund of its deposit and the Grantor shall be
further entitled to claim damages from the Grantee for other losses incurred
as
a result of the Grantee’s breach of the Contract.
Article
32
Where
the
Grantee has paid the Grant Fee for the land use rights in accordance with
provisions of this Contract, the Grantor must provide the granted land in a
timely manner in accordance with provisions of this Contract. Where the
possession by the Grantee of the Land Plot hereunder is delayed as a result
of
the Grantor’s failure to provide the granted land in a timely manner, the
Grantor shall, for each day of delay, pay a default penalty to the Grantee
in an
amount equal to 0.2%
of
the
Grant Fee so paid by the Grantee. Where the delivery by the Grantor of the
land
is delayed by more than six months, the Grantee shall be entitled to cancel
this
Contract, in which case the Grantor shall return the deposit in doubled amount
and refund other portions of the Grant Fee already paid, and the Grantee may
claim damages from the Grantor for other losses incurred as a result of the
Grantor’s breach of the Contract.
Article
33
The
Grantee shall carry out development and construction activities in accordance
with the provisions of this Contract. Where the Grantee fails to start
construction and development within one year from the prescribed date of
commencement of construction and development as stipulated herein, the Grantor
may impose a land idleness fee on the Grantee in an amount not exceeding 20%
of
the Grant Fee. Where the Grantee’s failure to start construction and development
lasts for more than two years, the Grantor may take back the land use rights
without compensation. impose a land idleness fee on the Grantee in an amount
not
exceeding 20% of the Grant Fee. However, exceptions are granted if such delayed
commencement of construction and development is caused by force majeure, any
action by any governmental department or the preliminary works necessary for
the
commencement of construction and development.
Article
34
Where
the
granted land delivered by the Grantor fails to meet the land use conditions
set
forth herein, it shall be deemed a breach of this Contract on the part of the
Grantor. The Grantee shall have the right to require the Grantor to perform
its
obligations in accordance with the conditions stipulated herein and to
compensate for the direct losses suffered by the Grantee due to the Grantor’s
delayed performance.
Chapter
VIII Notices and Instructions
Article
35
Any
notice and communication required or permitted hereunder shall become effective
on the date of actual receipt regardless of their form of delivery.
Article
36
Where
a
Party changes its address for notice and communication, or the bank of deposit
or its account number, it shall, within 15 days after making such changes,
notify the other Party of its new address, the bank of deposit or its account
number. A Party shall be held liable for any losses caused by its delay in
giving notices.
Article
37
At
the
conclusion of this Contract, the Grantor shall have the obligation to answer
the
questions raised by the Grantee in respect of this Contract.
Chapter
IX Applicable Law and Dispute Settlement
Article
38
The
formation, validity, interpretation, performance and dispute settlement of
this
Contract shall be governed by the laws of the People’s Republic of
China.
Article
39
In
case
of any dispute arising from the performance of this Contract, such dispute
shall
be settled by both Parties through negotiations, failing which such dispute
shall be settled in accordance with the method stipulated in Article 39.1
below:
39.1
Submit to
(in
blank)
Arbitration
Commission for arbitration;
39.2
File
a lawsuit to the people’s court according to law.
Chapter
X Supplemental Provisions
Article
40
This
Contract shall come into force and effect in accordance with the provisions
of
Article 40.1 of the following:
40.1
The
grant plan in respect of the Land Plot hereunder has been approved by the
Huizhou City People’s Government. This Contract shall come into force and effect
from the date of its execution.
40.2
The
grant plan in respect of the Land Plot hereunder shall be subject to the
approval by the People’s Government of
(in
blank)
and
this
Contract shall come into force and effect from the date of approval by the
People’s Government of
(in
blank)
.
Article
41
This
Contract is executed in
three
(3)
original
copies, which shall be equally authentic. The Grantor and the Grantee shall
each
keep
one
(1)
copy.
Article
42
This
Contract and its Appendices have a total of
thirteen
(13)
pages
and the Chinese version shall prevail.
Article
43
The
amounts, area etc in connection herewith shall be expressed both in word and
in
figure; in case of any discrepancy between the words and figures, the numbers
expressed in words shall prevail.
Article
44
This
Contract is executed on
May
23, 2007
in
Huizhou
City,
Guangdong
Province, the People’s Republic of China.
Article
45
The
Parties may make supplementary agreement with respect to any matters not
addressed herein and attach the same as an appendix hereto. Such supplementary
agreement shall have equal force and effect as this Contract.
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The Grantor
(official seal):
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The
Grantee (official seal): Shenzhen
Highpower
Technology Company Limited
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Address:
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Address:
Luoshan Industrial Area, Shan
Xia
Village, Pinghu Town, Longgang
District,
Shenzhen City
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Legal
Representative (authorized agent)
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Legal
Representative (authorized agent)
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/s/
Illegible Signature
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/s/ Qiu
Yu
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(Signature)
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(Signature)
(Signature) [Qiu Yu]
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Telephone:
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Telephone:
013923469546
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Fax:
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Fax:
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Telegram:
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Telegram:
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Bank
with the Account Opened:
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Bank
with the Account Opened:
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Account
Number:
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Account
Number:
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Postal
Code:
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Postal
Code:
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Dated:
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EXHIBIT
10.5
DBS
Our
reference number: P/SHNY/00823/07
Date:
August 17, 2007
Shenzhen
High Power Technology Co., Ltd.
Building
A2, Luoshan Industrial Zone, Shanxia, Pinghu Town, Longgang District,
Shenzhen
To
whom
it may concern:
Bank
Credit Line: Shenzhen Highpower Technology Co., Ltd.
(
“Borrower”)
Our
bank,
DBS Bank (China) Limited Shenzhen Branch together with its successor and
transferee (“Bank”) hereby notifies you with pleasure that the Bank now
contemplates to provide you as Borrower (as shown in detail in Appendix 1)
with
the following bank credit line (“Credit Line”) according to the terms and
conditions set out below. The Bank can examine the Credit Line at any time
(including the annual auditing thereof conducted as per the practices of the
Bank and customary bank practices). The Bank has the right and may elect (but
is
under no obligation) to issue, after the auditing, a notice on the extension
of
the Credit Line to the Borrower or any collateral provider and/or any guarantor.
Whether such a notice is issued or not does not prejudice any right and power
of
the Bank under this letter and/or any guarantee or mortgage document.
Where
the
Borrower uses the Credit Line simultaneously in foreign currency and RMB, (i)
the total principal of loans in all currencies that the Borrower has drawn
and
not yet repaid and that the Borrower has not yet actually drawn after sending
a
drawing notice to the Bank shall not exceed the limit prescribed by the
individual Credit Line hereunder at any time; (ii) the total value of the
letters of credit in all currencies (if applicable) that the Borrower has
already opened and has not yet actually opened after filing an opening
application with the Bank and the total value of guarantees and other contingent
liabilities shall not exceed the limit prescribed by the individual Credit
Line
hereunder at any time. For purpose of calculation of Credit Line, the exchange
rates between foreign currencies and between foreign currencies and RMB
hereunder shall be translated into equivalent benchmark currency as per the
exchange rate published by the Bank from time to time.
Credit
Line:
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1.
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Accounts
payable financing: RMB 28,000,000 Yuan (uncommitted credit
line)
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Purpose
of Loan: Working capital
Payment:
Loan is released against the trust collection receipt provided on the basis
of
supplier invoice in either original or duplicate (duly verified by the Borrower
as certified copy).
For
each
drawing, the Borrower shall submit to the Bank all documents related to the
accounts payable as required by the Bank, including but not limited to invoices,
sales contract and transport documents (if applicable), in content and form
satisfactory and acceptable to the Bank. The payment under this Credit Line
shall be made directly to the related suppliers.
Clauses:
The longest financing term of each invoice is 120 days, minus:
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(1)
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Term
of supplier’s charge account (if any); and
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(2)
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Where
payment is made to a supplier after expiry of payment day, the elapsed
term commencing from the date of
expiration.
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The
suppliers of accounts payable and the specific limit for each of them shall
be
subject to the prior written approval granted by the Bank to according to
specific cases (if so required by the Bank). The Bank may do the company search
against the suppliers of accounts payable financing at the expense of the
Borrower. All related fees and expenses could be drawn from the account of
the
Borrower.
Service
Charges of Accounts Payable Financing
First
Installment: RMB 400.000 Yuan 1/4%
Balance
1/8%
Interest:
The interest payable for each loan shall be calculated and collected at a rate
that is 45% higher than the legal loan interest rate of the relevant grade
published by the People’s Bank of China on the day the loan is released.
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2.
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Negotiate
documentary letter of credit (with recourse) with
variance
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USD
equivalent to RMB 10,000.000 (uncommitted credit line)
Purpose
of loan: The loan will be used to clear off the outstanding part (if any) of
the
account payable financing that the Borrower owes to the Bank first before the
balance can be used as current capital.
Subject
to recourse against the Borrower, the Bank will negotiate documentary letters
of
credit and/or drafts that are acceptable to it, but have variance.
Notwithstanding anything to the contrary herein contained, the Bank can, at
any
rate and in its own absolute discretion, decide to refuse to negotiate any
documentary letter of credit and/or draft that
have
any
variance deemed unacceptable by the Bank.
Interest
As
per
the standard US draft interest rate published from time to time by the Bank,
provided that Bank can decide to change the loan interest rate from time to
time
in its own absolute discretion.
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3.
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Factoring
financing service: USD 6,000,000 (uncommitted credit line)
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Purpose
of Loan
:
The loan
will be used to clear off the outstanding part (if any) of the account payable
financing that the Borrower still owes to the Bank first
The
terms
and conditions of the factoring financing service agreement will be specified
in
Appendix 3 and the factoring agreement.
Service
Charges of Credit Line and Other Expenses:
The
Bank
has the right to collect Service Charges and other fees for related Credit
Line,
including but not limited to loan arrangement fees and the Service Charges
for
loan extension (including drawing and extension). All fees shall be collected
according to the standard existing rules of the Bank, unless otherwise
stipulated in a separate agreement or this letter.
Precondition:
As
a
precondition for the Bank to provide or continue to provide the Credit Line,
the
Borrower must provide the documents, items and evidences listed in Appendix
2 in
a form and content satisfactory and acceptable to the Bank (unless otherwise
approved by the Bank).
Most
Preferential Interest Rate:
Unless
otherwise stipulated herein, the most preferential interest rate means that
of
Hong Kong Dollars published from time to time by DBS (Hong Kong) Limited. If
the
interest rate of any Credit Line is expressed as the most preferential rate
published from time to time by the Bank plus a margin, the Bank may decide
in
its reasonable discretion to use the interest rate of “Hong Kong Interbank
Offered Rate plus 0.5%” in lieu of the most preferential interest rate without
consulting or notifying the Borrower to calculate the interest payable under
the
Credit Line. If the interest of any Credit Line is expressed as the most
preferential interest rate published from time to time by the Bank minus a
certain percentage, the Bank can decide in its reasonable discretion to use
“Hong Kong Interbank Offered Rate plus 0.5%” to calculate the interest payable
on the Credit Line under the Credit Line.
Business
day:
Unless
otherwise stipulated herein, business day means the days when the business
places of the Bank and the commercial banks in the major financial centers
of
the
denominated
currencies
of related Credit Line (or part thereof) are open for business (excluding
Saturday, Sunday and other public holidays). If any payment day, repayment
day
or interest payment day is not a business day, the day shall be adjusted to
the
next or previous business day by the Bank in its sole discretion. If any
repayment day or interest payment day has no date of the same number in a month,
the day shall be adjusted to be the last day of the month.
Interest
applicable to overdue repayment of Credit Line in foreign currency:
If
any
amount hereunder remains outstanding on the day it falls due or the Credit
Line
used exceeds the limit allowed for the Credit Line in that currency, the
Borrower shall pay interest for the overdue repayment or the amount in excess
thereof at an interest rate that is the interest rate of the Bank then in force
for overdue repayment or exceeded limit, which can be collected in the form
of
compound interest each month or in other cycle as the Bank may decide from
time
to time. If any amount becomes overdue, the Bank may raise the interest rate
of
all the amounts still owed hereunder without prejudice to its other rights.
Interest
applicable to overdue Credit Line in RMB:
If any
loan/financing hereunder remains outstanding on the day its falls due, the
Borrower shall pay interest from the day of expiration at the interest rate
prescribed by the Bank from time to time for delayed repayment (the Borrower
may
inquire the Bank about the interest rate applicable to delayed repayment from
time to time) until all the principal and interest of the loan/financing are
repaid. In case of any adjustment to the interest rate for delayed repayment,
interest calculation shall be based on separate periods. For the interest that
cannot be paid on time during the term of loan/financing, compound interest
will
be collected at the interest rate for delayed repayment. The above interest
rate
for delayed repayment is set and adjusted in reference to the relevant
guidelines and regulations issued by the People’s Bank of China from time to
time.
Penalty
Interest on Diverted Credit Line in RMB:
Without
prejudice to the other rights of the Bank hereunder, the Borrower shall pay
penalty interest at a rate equal to the annual loan interest rate agreed by
and
between the Borrower and the Bank hereunder plus 50% for any failure to use
any
loan toward the purpose specified herein starting from the day of diversion.
The
calculation of penalty interest will be based on separate periods in case of
any
adjustment made to the interest rate thereof from the day the relevant loan
is
diverted to the day it is repaid in full. For the interest that cannot be paid
on time during the diversion of the loan, compound interest will be collected
on
a monthly basis at the penalty interest rate for diversion. If the adjustment
made by the People’s Bank of China to the penalty interest rate for diversion
causes the penalty interest rate for diversion hereunder to be applicable no
longer or in need of corresponding adjustment, the Bank reserves the right
to
revise the penalty interest rate for diversion subject to a prior notice given
to the Borrower.
Establishment
fee
:
USD
7000
Calculation
of Interest:
Unless
otherwise stipulated herein, interest will be cumulative on a daily basis and
calculated in reference to the elapsed days or on the basis of 365 days a year
(for credit in HK$, pound, Singapore dollars or Malaysian Ringgit), or a year
of
360 days when the annual interest rate is converted to daily interest (if for
any approved credit in foreign currency and/or RMB).
Payment:
All the
payments hereunder shall be made in the currency of the released loan under
the
Credit Line (or any part thereof) or in the currency in which related payments
have been made (as the case may be) as instructed by the Bank. In whichever
case, the payment shall be made in immediately available capital without any
debt set-off or recourse and deduction or withholding for any tax, taxation
or
collection of fees of whatever nature. If any payment received by the Bank
deviates from the currency specified above, the Bank has the right to convert
the amount to the currency specified above at the exchange rate then published
by the Bank and according to its business practices as soon as possible after
receipt thereof (the currency conversion shall not contravene any related law
and regulations of China), while the Borrower shall make up any insufficiency
to
the Bank. In any event, the Borrower must pay to the Bank all the expenses
incurred by the conversion thereof.
Fees
and Expenses:
The
Borrower must pay the stamp tax related hereto (including the part payable
by
the Bank). Without prejudice to the preceding paragraph and irrespective of
whether any amount has been released to the Borrower under this letter or other
documents or whether the Borrower has used any Credit Line, the Borrower shall,
if so required by the Bank, pay all the following fees and expenses incurred
reasonably and properly by the Bank (including but not limited to registration
fee, inspection fee of mortgaged machinery and equipment (if applicable), agent
charges, legal cost and the charges of other professional consultants collected
on the basis of full indemnity, travel expenses, communication fees, publicity
costs, other fees and expenses); all fees and expenses incurred in connection
with the preparation, consultations and conclusion of this letter, common
commercial agreement and other guarantee documents (collectively “Loan
Documents”) to be issued by the Borrower or other guarantor/collateral provider;
all fees and expenses incurred in connection with the fulfillment, preservation
or protection of any right under the Loan Documents; or all fees and expenses
incurred in connection with the exercise or execution or attempted exercise
or
execution of any right under the Loan Documents.
For
as
long as the Credit Line continues to exist, the Borrower shall bear the Service
Charges for the audit carried out by the Bank each year by paying the amount
decided by the Bank. The charges may be drawn from the account of the
Borrower.
Commitments:
The
Borrower hereby commits itself to the following for the benefit of the
Bank:
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(a)
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The
Borrower will compile and maintain account books and financial statements
in accordance with applicable Chinese laws and regulations and generally
recognized accounting principles and
practices;
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(i)
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submit
to the Bank audited (and consolidated, if appropriate) accounts and
reports of directors and auditors for each fiscal year as soon as
possible
when the same becomes available for submission, but in any way within
10
months after the end thereof and, if reasonably required by the Bank,
submit to the Bank all the other information relating to its financial
position and business that is required by the Bank as soon as
possible;
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(ii)
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inform
the Bank of details on any existing or (to the best of its knowledge)
upcoming major lawsuit, arbitration or administrative proceedings
instituted by or against it as soon as reasonably
possible.
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(c)
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The
Borrower will inform the Bank of any change to its directors or any
revision of its contract (if any) and bylaw as soon as
possible;
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(d)
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The
Borrower shall inform the Bank of any factor that may prohibit, impair
or
delay the fulfillment of the obligations under the Loan Documents
by the
Borrower or any guarantor/collateral provider as soon as possible
after it
becomes aware of the same;
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(e)
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The
Borrower will keep the value of its net assets always at a level
not lower
than RMB 80,000,000Yuan;
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(f)
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Without
the prior written consent of the Bank, the Borrower will not announce
the
distribution of any dividend;
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(g)
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The
Borrower will refer no less than HK$ 60,000.000 of its factoring
finance
to the Bank every half a year;
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(h)
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All
transactions involved in the trade finance under the Credit Line
are true,
fair, equitable, normal and legal. All persons involved the transactions,
including but not limited to the beneficiary of any letter of credit,
supplier and buyer (as the case may be), are persons and/or companies
of
no affiliation with the Borrower. If the above transactions involve
any
person and/or company affiliated with the Borrower, the Borrower
undertakes to voluntarily and immediately reveal the relevant relationship
to the Bank, provide all the information as the Bank may require
and hold
up the relevant transaction and use of related trade finance before
the
Bank grants approval.
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(i)
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(i)
For purpose of the performance guarantee provided by an overseas
guarantor
for this Credit Line, the Borrower shall go through the formalities
for
registration of foreign debts with the local foreign exchange
administration within fifteen (15) days after the expiration day
of the
overseas guarantor; (ii) when going through the formalities for
registration of foreign debts with the local foreign exchange
administration, the Borrower shall own sufficient investment balance;
and
(iii) the Borrower shall take necessary measures to ensure that all
outstanding debts it owes to the Bank under the Credit Line will
be repaid
to the Bank in the same currency as the Credit Line. Investment balance
means the balance of the total investment of the Borrower minus its
registered capital, the accumulative amount of medium and long-term
foreign debts and short-term foreign debts.
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(j)
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The
Borrower will obtain and make sure that all related guarantors and/or
collateral providers obtain any approval, registration and/or filing
relating to the Loan Documents and keep the same valid until full
repayment of all Credit Line. When the certificate thereof is obtained,
the original or duplicate verified by the Borrower or guarantor or
collateral provider (as the case may be) as a signed duplicate thereof
shall be delivered to the Bank for keeping.
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Restrictions
on Obligations of Providing Credit Line:
Within
the validity term of the Credit Line hereunder, the Bank’s provision of Credit
Line for the Borrower shall be conditional upon the ability of the Bank to
raise
the funds for the Credit Line. If the Bank is unable to provide the Borrower
with the Credit Line hereunder, either in whole or in part, because of the
restrictive regulations on interbank borrowing or other restrictive regulations
promulgated for implementation by the People’s Bank of China/China Banking
Regulatory Commission, the Credit Line hereunder shall be transferred to credit
line in other currency according to the applicable laws and regulations and
usable funds of the Bank. The Borrower expresses complete consent to and will
fully cooperate with any disposal and arrangement made by the Bank in relation
thereto and hereby agrees that the Bank will bear no responsibility whatsoever
to the Borrower during the period.
Temporary
Credit Line and Excess of Limit:
In
its
absolute discretion, the Bank may (but is under no obligation to) provide to
the
Borrower, at its request, temporary Credit Line and/or transitory permission
for
amount already used to exceed the limit of the original Credit Line. Without
prejudice to the power of the Bank under the clause “Require Repayment of Credit
Line”, all the amounts due hereunder (including principal, interest, fees and
other funds) shall be paid promptly according to the instructions of the Bank.
If the Borrower fails to fulfill its obligations hereunder or fulfill its
obligations in a way agreed, thereby causing losses or damage to the Bank,
the
Borrower shall indemnify the Bank for the losses by paying an amount
commensurate with the losses so caused.
Require
Repayment of Credit Line:
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(a)
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Without
prejudice to paragraph (b) below, if the Borrower fails to pay any
amount
payable hereunder on time, or the Borrower fails to fulfill any other
obligations prescribed by this letter or any other Loan Documents,
or the
Borrower fails to repay any other debts, in whole or in part, on
the
agreed expiration date, or such debts are declared to fall due prematurely
before the expiration date due to the breach of contract by the Borrower,
or any other creditor of the Borrower has the right to declare that
the
Borrower’s debts have fallen due and payable before the agreed expiration
date, or the Borrower is declared insolvent or dissolved, or the
secured
mortgage document hereunder has expired or is invalid or illegal;
the Bank
can cancel the Credit Line or any part of it in real time and/or
require
immediate repayment or payment (as the case may be) of all the principal,
interest, expenses and other funds that remain outstanding hereunder
or
any part thereof (“Liabilities”) and/or require the Borrower to
immediately provide cash guarantee for all Liabilities. Then, the
Credit
Line or the part of it shall be cancelled in real time and/or the
Liabilities shall fall due immediately and/or the cash guarantee
shall be
provided immediately.
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(b)
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Notwithstanding
anything in any other clauses hereof (including above paragraph (a)),
in
any event, the Bank can decide, at any time without the need to notify
the
Borrower and in its own absolute discretion, to cancel the Credit
Line or
any part of it in real time and/or require immediate repayment or
payment
(as the case may be) of all the principal, interest, expenses and
other
funds that remain outstanding hereunder or any part thereof
(“Liabilities”) and/or require the Borrower to immediately provide cash
guarantee for all Liabilities. Then, the Credit Line or the part
of it
shall be cancelled in real time and/or the Liabilities shall fall
due
immediately and/or the cash guarantee shall be provided
immediately.
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(c)
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Notwithstanding
anything in the above paragraph entitled “Payment” (applicable where the
Bank has not required repayment) and under the precondition that
any prior
claim is not contravened, all the amounts received by the Bank at
any time
after exercising the right in above paragraph (a) or (b) shall be:
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First,
used for or toward payoff of all fees and expenses incurred by the Bank in
connection with the fulfillment, preservation and exercise or attempted
fulfillment, preservation and exercise of its rights under the Loan
Documents;
Then,
used for or toward payment of all outstanding Liabilities in the sequence and
manner specified by the Bank;
Lastly,
pay to the Borrower in the form of any balance thereof without contravening
the
right of any third party actually known to the Bank.
Default
Liabilities:
If
the
Borrower fails to fulfill its obligations hereunder in accordance with the
clauses hereof, thereby causing losses or damage to the Bank, the Borrower
shall
indemnify the Bank for the loss or damage caused as a result of its breach,
including benefits that could have been obtained but for the breach.
Transfer:
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(a)
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The
Borrower may not transfer its rights or obligations hereunder, either
in
whole or in part;
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(b)
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The
Bank can transfer all or any of its rights and/or obligations hereunder
by
just giving a written notice to the Borrower without the need to
seek the
approval of the Borrower. Such transfer/update shall take effect
from the
date indicated in the notice. All references herein made to “the Bank”
include any other persons merged or integrated with the Bank and
the
successor and transferee of the Bank, which shall be understood in
such a
way as to look as if the entity constituted by way of merger or
acquisition or the successor or transferee of the Bank (as the case
may
be) had become a party hereto in lieu of the
Bank.
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Information
Policy
:
The
Borrower agrees that the information policy, notices and/or other communications
(copies thereof available from the Bank upon request) issued from time to time
by the Bank (member of DBS Group) to the customers concerning the application
of
their information shall be applicable to all the information provided for the
Bank by the Borrower in respect of the Loan Documents. The Borrower further
agrees that all the information provided in any application, or obtained by
the
Bank from any source, or arising from the other transactions between the
Borrower and the Bank (or any other member of DBS Group) (“Information”) will be
subject to such policy, notices and/or other communications that can be revised
from time to time. The Borrower specially agrees that:
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(a)
|
The
Bank can verify, provide and collect the Information on the Borrower
with,
for or from other organizations, institutions or other
persons;
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(b)
|
The
Bank can transfer the Information to other places than the business
places
of the Bank, including but not limited to Hong Kong Special Administrative
Region and Singapore; and
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(c)
|
The
Bank can compare any Information it has obtained with the Information
of
the Borrower before taking any action on the basis of the results
obtained, including actions that may be adverse the interests of
the
Borrower (including refusal to accept any
application).
|
The
Borrower agrees to accept the constraints of the clauses of such information
policy, notices and/or other communications, which shall form an integral part
of the agreement concluded by and between the Borrower and the Bank.
Relationship
with Directors/Employees:
As
a
licensed bank, the Bank is subject to some restrictions on the release of loans
to the directors, or employees or other relevant persons of the Bank or other
members of DBS Group. By signing this letter, the Borrower confirms to the
Bank
that it has no relationship with any director or employee with the members
of
DBS Group in any aspect. The Borrower undertakes to give a written notice to
the
Bank immediately after entering into such relationship at any time while the
Bank continues to provide the Borrower with Credit Line or any loan or other
debts owed to the Bank still remain outstanding.
Miscellaneous:
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(a)
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Without
prejudice to any other clause hereof, the Borrower can request at
any time
to repay all the amounts due under the Credit Line or any part thereof
ahead of schedule after obtaining the approval of the Bank and satisfying
all the conditions set forth by the Bank (including the requirement
for
the Borrower to pay the interest that the Bank could have collected
from
the moved-up date of repayment to the original expiration date at
the
interest rate herein specified or pay the extra capital cost or loss
caused to the Bank by the advance repayment of the Credit
Line);
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(b)
|
Time
is an element hereof, but the failure or delay of the Bank to exercise
or
execute any right or remedial measure shall not be deemed waiver
of the
Bank to exercise or execute the right or remedy, while the single
or
partial or insufficient exercise or execution of any right or remedy
by
the Bank shall not preclude the Bank from further exercising or executing
the right or remedy or exercising or executing any other right or
remedy.
The right and remedies herein contained shall be cumulative. The
Bank can
exercise the same whenever it sees fit without excluding any other
right
or remedy vested in the Bank by laws and regulations. The Borrower
must
notify the Bank immediately of any change to its address for notices.
Such
change can take effect only after it is properly recorded by the
Bank.
|
|
(c)
|
Any
notice or other communication sent to the party hereto shall be deemed
delivered:
|
|
(i)
|
on
the day of sending if it is sent by the Bank to the Borrower via
a letter;
or on the day of delivery to the relevant address if it is sent by
the
Borrower to the Bank via a letter;
|
|
(ii)
|
on
the day of transmission if it is sent via fax, provided that the
day of
transmission is a working day at the location of the receiving party;
or
on the first working day immediately after the day of transmission,
if the
day of transmission is not a working day at the location of the receiving
party;
|
|
(iii)
|
The
Borrower must notify the Bank immediately of any change to its address
of
receiving notices and/or faxes. Such change can take effect only
after it
is properly recorded by the Bank.
|
|
(d)
|
If
any clause hereof is illegal, invalid or unenforceable under the
laws of
any judicial jurisdiction, the legality, validity or enforceability
of any
other clause hereof under the laws of the judicial jurisdiction and
the
legality, validity or enforceability of such clause in other judicial
jurisdiction shall not be affected.
|
Common
Commercial Agreement:
The
clauses of the common commercial agreement duly signed by the Borrower on April
24, 2006 (including but not limited to clauses on interest period) are also
applicable to this letter. The terms and conditions thereof constitute an
integral part hereof. In case of any contradiction between the terms and
conditions of the common commercial agreement and those hereof, the latter
shall
prevail.
Laws:
This
letter shall be governed by the laws of the People’s Republic of China (“China”)
and both parties accept the nonexclusive judicial jurisdiction of Chinese court.
The preceding clause shall not restrict the right of the Bank to execute this
letter in any other judicial jurisdiction. If any dispute arising from this
letter or in connection therewith is brought before a Chinese court, it shall
be
a court at the location of the Bank.
Effectiveness:
This
letter takes effect the moment it is signed and returned by the Borrower.
However, if this letter must be approved, registered and/or filed by or with
any
authority before taking effect under the Chinese laws and regulations, it shall
take effect on the day such approval, registration and/or filing procedures
are
duly completed.
Please
kindly sign the counterpart hereof and return it to the Bank, attention: Mr.
Yu
Wentang, within one month after the date hereof, thereby indicating that you
understand and accept this offer. After the above time limit, this offer will
automatically cease to be in force (unless otherwise approved by the Bank).
The
Credit Line mentioned herein is a renewal, extension, revision and/or
supplementation of the Credit Line already released. Subject to your acceptance
hereof, this letter will supercede the previous letter of the Bank on the said
Credit Line, which is dated April 18, 2006, with the reference number
P/SFHFB/00056/06.
Enclosed
herein please find a full set of documents you are expected to sign and return
to the Bank. If you have any question, please contact Mr. Yu Wentang of the
Bank
by dialing (86-755) 8269-0977.
The
Bank
takes great pleasure in serving you.
DBS
Bank (China) Limited Shenzhen Branch
/s/
Illegible Signature
SW/yw
With
appendixes
|
Please
note:
This
letter is a very important legal document. Before signing it, you
are
advised to carefully it and, if necessary, seek independent legal
opinion
to ensure that you understand your responsibilities hereunder and
all
consequences of signing this letter. You should sign this letter
only if
you agree to be bound by the terms and conditions
hereof.
|
We
hereby
confirm that you have warned us about and explained to us all the terms and
conditions of this Letter of Credit Line. We fully understand and agree to
accept all the terms and conditions hereof and are willing to be bound by them
unconditionally. We further agree that you have the right to change, terminate,
recover or cancel the Credit Line you have agreed to provide to us without
the
need to give us any prior notice and undertake to immediately repay all the
outstanding debts under the Credit Line once you require us to.
Shenzhen
Highpower Technology Co., Ltd.
By:
/s/
Dang Yu
Pan
Legal
Representative/Authorized Agent
Date
when
Borrower signs and returns this letter:
Common
Seal: Shenzhen Highpower Technology Co., Ltd.
Appendix
I
Data
of
Borrower
|
Borrower:
|
Shenzhen
Highpower Technology Co., Ltd.
|
|
Registration
Number of Business License:
|
Qi
Du Yue Shen Zong Di 317218
|
|
Legal
Address:
|
Building
A2, Luoshan Industrial Zone, Shanxia, Pinghu Town, Longgang District,
Shenzhen
|
|
Legal
Representative
|
Pan
Dangyu
|
|
Address
for Notices
|
Building
A2, Luoshan Industrial Zone, Shanxia, Pinghu Town, Longgang District,
Shenzhen
|
|
Fax
Number
|
|
Appendix
2
:
Preconditions
|
1.
|
Common
commercial agreement in the standard format of the Bank duly signed
by the
Borrower;
|
|
2.
|
(i)
Deposit pledge contract in the standard format of the Bank duly signed
by
the Borrower and duly notarized or
witnessed;
|
(ii)
No
less than RMB 17,000,000 Yuan saved by the Borrower in the Bank as pledge
deposit.
|
3.
|
Letter
of full amount guarantee and compensation in the standard format
of the
Bank duly signed by Hong Kong Highpower Technology Company Limited
(“HK
Company Guarantor”), which is duly notarized or witnessed;
|
|
4.
|
Letter
of undertaking issued to the Bank by Pan Dangyu, Li Wenliang and
Ma
Wenwei, who shall have fulfilled related formalities for the letter
of
undertaking in accordance with all applicable laws to make it legal
and
valid;
|
|
5.
|
Factoring
agreement in the standard format of the Bank duly signed by the
Borrower;
|
|
6.
|
Business
license of legal entity (original and duplicate) and signed duplicate
of
approval certificate of the Borrower that have received annual
examination;
|
|
7.
|
Documents
of incorporation (including but not limited to latest contract/agreement
for joint venture/joint operation), latest bylaw and signed duplicate
of
revised version thereof of the
Borrower;
|
|
8.
|
Signed
duplicate of the organization code certificate of the Borrower;
|
|
9.
|
Signed
duplicate of capital verification report (if applicable) issued by
Chinese
certified public accountant to prove that the Borrower has paid up
the
registered capital;
|
|
10.
|
Signed
duplicate of list of members of the board of directors of the Borrower;
|
|
11.
|
Board
resolution or abstract of board resolution of the Borrower that approves
the signing of this letter and other related documents and specimen
of the
seal or signature of authorized signatory;
|
|
12.
|
Duplicates
of ID cards and personal signatures or private seals of all directors
who
have signed the above board resolution or abstract of resolution
of the
Borrower and all authorized signatories;
|
|
13.
|
Duplicate
and password of the valid loan card of the
Borrower;
|
|
14.
|
The
Borrower has opened the RMB and/or USD accounts needed by the
Bank;
|
|
15.
|
The
Borrower has paid loan Service Charges and other fees payable to
the Bank;
|
|
16.
|
Signed
duplicates of latest incorporation documents and bylaw of HK Company
Guarantor;
|
|
17.
|
Board
resolution or abstract of board resolution of HK Company Guarantor
concerning related guarantee and mortgage and specimen of the seal
or
signature of authorized signatory;
|
|
18.
|
Duplicates
of ID cards and personal signatures or private seals of all directors
and
shareholders who have signed the above resolutions of the board and
shareholders’ meeting or abstract of resolution of HK Company Guarantor
and mortgagor and all authorized signatories;
|
|
19.
|
Signed
duplicate of identity certificate for a undertaker of personal status;
|
|
20.
|
Certificate
of stamp tax paid by the Borrower for this letter;
|
|
21.
|
Evidences
proving that the Borrower has completed loan registration and opened
the
necessary accounts required for the Credit Line in accordance with
relevant laws and regulations;
|
|
22.
|
Other
documents, items or evidences required by the Bank, including the
documents of approval, registration and/or filing as well as the
legal
opinion relating to this letter, any Credit Line hereunder and relevant
guarantee and/or mortgage.
|
Appendix
3
Disclosed
terms and conditions for factoring finance service,
including:
The
Bank
can decide in its sole discretion to provide the Borrower with advance before
the payment day for amounts due of qualified drawings;
|
b)
|
Management
of Collection and Accounts Receivable
|
The
management service provided by the Bank for accounts receivable include managing
the sales ledger of the Borrower, issuing monthly statements to its debtors
and
collecting accounts receivable from its debtors;
|
c)
|
Insurance
against Credit Risks
|
The
Bank
will take out insurance against credit risks in its own name with agency
collectors or credit underwriter, which shall be subject to the clauses of
insurance against credit risks established by the agency collector or credit
underwriter.
|
1.
|
(a)
Limit of Advance for Customers: USD
6,000,000
|
(b)
Percentage of Advance: 80%
(c)
Longest Period of Financing: 120 days from the date of invoice
(d)
Account Management Fee: Factoring without recourse
—
0.9%
of
invoice
(e)
Discount Fee Collection: Standard interest rate of the Bank for USD drafts
plus
0.5% a year
(f)
Interest rate for overdue amount: For advances in foreign currency, the interest
is collected at a monthly rate of 2% of the overdue amount; for advances in
RMB,
the provisions in “Interest Applicable to Overdue Credit Line in RMB” hereof
shall apply.
|
2.
|
The
advance limit for the debtors of the Borrower will be paid after
the Bank
has completed a satisfactory evaluation of the debtors. The Bank
reserves
the right to audit and change the limit or decide in its own discretion
to
make no payment of the advance at all.
|
|
3.
|
The
Borrower shall notify all debtors in the written format specified
by the
Bank.
|
|
4.
|
All
advances paid to the Borrower shall be paid into the account opened
by the
Borrower with the Bank after receipt of the advance payment instruction
issued by the Borrower via fax. The Bank will bear no responsibility
for
any delay, loss or damage in observing the fax instruction or caused
by
the delay, illegibility or failed receipt of the fax instruction.
|
|
5.
|
The
accounts receivable of the Borrower shall be investigated before
the
account is activated and the terms and conditions specified in this
letter
(including this appendix) can be adjusted on the basis of the
investigation results. The Bank can carry out regular investigation
subsequently. If the Bank is unsatisfactory with any investigation
result,
it reserves the right to cancel this offer.
|
|
6.
|
All
the clauses of the factoring agreement (duplicate enclosed herewith)
in
the standard format of the Bank shall also be applicable after the
revisions listed above are made. The Bank reserves the right to revise
any
term and condition of this letter (including this appendix) or the
factoring agreement by giving the Borrower a written notice with
effect
starting from the date therein indicated.
|
Trader
Acceptance Bill Discount Limit Contract
Contract
No.: Shen Fa Ai Guo Lu Shang Zi No. 816070618014
o
Out
of
limit
o
Within
limit
Comprehensive Credit Line Contract No.:
Shen
Fa Zong
Zi No.
This
Contract is entered by and between:
Party
A
(the “Discounter”): Shenzhen Development Bank Shenzhen Aiguolu Sub-Branch, with
its address at F/l 1, Jintong Building, No. 1058, Aiguo Road,
Shenzhen;
Tel:
25409815, Fax: 25420425
Person
in
Charge: Fu Nannan Title: President
And
Party
B
(the “Applicant”): Shenzhen Highpower Technology Company Limited, with its
address at Building A2, Luoshan Industrial Zone, Shanxia, Pinghu Town, Longgang
District, Shenzhen
Tel:
Fax:
Person
in
Charge: Pan Dangyu Title: Chairman
Party
B
has applied to Party A for discount limit for guaranteed trader acceptance
bills, and Party A, upon review, has agreed to grant the said discount limit
for
guaranteed trader acceptance bills (the “Discount Limit”). In accordance with
the relevant laws and regulations, the Parties, upon consultation, hereby enter
into this agreement as follows, and are willing to abide by all the terms
hereof.
Article
1
Type
of
Discount Limit
|
1.
|
Bill
of exchange discount: Party A undertakes to discount following trader
acceptance bill(s) (marked with “√”), subject to its review in accordance
with Party A's rules.
|
o
√
Trader
acceptance bill(s) issued by Party B
o
Trader
acceptance bill(s) endorsed and
transferred by Party B
o
Trader
acceptance bill(s) held by Party
B
|
2.
|
Maximum
amount of limit: (converted to)
RMB
(currency)
(in words)
Fifty
Million Yuan Only
.
|
|
3.
|
Valid
term of limit:
12
months
from
20
June 2007
to
20
June 2008
,
during which any applicant in virtue of a trader acceptance bill(s)
accepted or endorsed for transfer by Party B, or Party B itself,
may apply
for discount granted by Party A. The discount limit may be used on
a
rolling basis for multiple times, and the amount, term and other
items of
each discount shall be agreed upon by the Discounter and the discount
applicant and set forth in a relevant contract, provided that the
outstanding amount within the credit limit shall be no more than
the
maximum credit limit.
The starting date of any such
discount
hereunder shall be within the valid term of credit limit, and the
termination date of the discount shall be subject to the provisions
set
forth in the related contract for discount of accepted
bill.
|
|
4.
|
Security:
Party B shall pay a security equal to
/
%
of the credit limit, and the account No. of the security is:
/
,
and the interest rate on the security shall be
/
.
This section 4 shall remain valid where any other provision hereof
becomes
invalid.
|
Article
2
Trader
acceptance bill
Any
trader acceptance bill as referred to in Section 1.1 hereof shall be based
on
true and lawful commodity trading.
Article
3
Discounter
Party
A
is the Discounter.
Party
A
may authorize any other subsidiary of Shenzhen Development Bank as a
Discounter.
Article
4
Discount
Applicant (holder of trader acceptance bill) (marked with “√”)
o
A
discount applicant must be a direct
customer of Party B, which means the payee on a trader acceptance bill issued
and accepted by Party B, and the said acceptance bill has not been endorsed
for
transfer.
o
A
discount applicant must be the holder
of a trader acceptance bill issued and accepted by Party B.
o
A
discount applicant must be the holder
of a trader acceptance bill endorsed for transfer by Party B.
o
A
discount applicant must be Party
B.
Article
5
Guaranteed
discount/enquiry of a trader acceptance bill (marked with “√”)
o
Party
B shall, before it issues and
accepts or endorses for transfer any trader acceptance bill, apply to Party
A
and obtain Shenzhen Development Bank Letter of Guaranteed Discount for Trader
Acceptance Bill, or otherwise Party A shall not be obliged to perform any
guaranteed discount for such trader acceptance bill.
o
Before
Party A grants discount to any
trader acceptance bill issued and accepted or endorsed for transfer by Party
B,
it shall obtain confirmation from Party B on such trader acceptance bill. The
method of enquiry as agreed upon by the Parties is: upon the receipt of the
discount application by a holder, Party A will fill in and complete the Shenzhen
Development Bank Enquiry and Reply Letter for Trader Acceptance Bill, which
will
be delivered in person to Party B together with a photocopy of the trader
acceptance bill in question. After having received and verified the said trader
acceptance bill, Party B shall render its reply in writing, affix the corporate
seal of Party B, the seal of the legal representative of Party B and the
signature of the handling person, and return the said letter to Party A in
person. Party B shall leave in advance with Party A the imprints of its seals
and signatures to be affixed on such Shenzhen Development Bank Enquiry And
Reply
Letter for Trader Acceptance Bill.
o
/
/
/
Article
6
Party
B’s
R
esponsibilities
Where
any
discounted amount paid by Party A in accordance with this Contract and a
contract for discount of accepted bill has not be repaid upon maturity
(including any early maturity), Party B shall be liable to repay the said amount
(where Party B is the discount applicant) or shall bear joint and several
liability for the repayment of the said amount (where Party B is not the
discount applicant). The term of guarantee shall be two years in addition to
the
period from the first date when the specific contract for discounting of trader
acceptance bill takes effect to mature date of the amount under the said
contract.
Article
7
Guarantee
for the discount credit limit (marked with “
√
”)
o
By
credit, no guarantee required from
Party B.
o
√
The
guarantee for the discount credit limit shall be in the form of
1
as
follows:
|
|
1.
|
All
debts of Party B hereunder shall be guaranteed by Huizhou Huali Energy
Materials Co., Ltd., who shall have joint and several liability for
such
debts, and enter into a guarantee contract of maximum amount with
Party A
(Contract No.: Shen Fa Ai Guo Lu Er Bao Zi No.
816070618015).
|
|
|
2.
|
All
debts of Party B hereunder shall be secured/pledged by _______/_______,
with all or any of its _________/__________ (property) disposable
under
the law, who shall enter into a mortgage/pledge guarantee contract
of
maximum amount with Party A (Contract No. Shen Fa _/_ Er Di/Zhi
Zi No.
________/_________).
|
|
|
3.
|
All
debts of Party B hereunder shall be guaranteed by Pan Dangyu,
who shall
have joint and several liability for such debts, and enter into
a
guarantee contract of maximum amount with Party A (Contract No.:
Shen Fa
Ai Guo Lu Er Bao Zi No.
816070618016).
|
Article
8
Early
Maturity
In
case
of any of the following events, all debts of Party B hereunder shall be deemed
as mature, and Party A shall immediately have the right of recourse against
Party B upon discovery of such case, and shall be entitled to cease the grant
of
any outstanding discount amount hereunder.
|
|
1.
|
Party
B has breached any of its obligations hereunder, or Party B has expressly
stated that it will not perform any obligation hereunder or has indicated
so through its acts;
|
|
|
2
|
Party
B winds up against or out of its own
will;
|
|
|
3
|
Party
B has provided false documents or covered up important business
or
financial facts;
|
|
|
4
|
Party
B has experienced financial losses;
|
|
|
5
|
Party
B’s relevant project plan was cancelled or unable to be
implemented;
|
|
|
6
|
Party
B has obtained any loan or credit limit from Party A or
any other bank by
way of any false contract with any of its affiliates, through
discount or
pledge of any creditor’s rights such as notes receivable based on no
actual trade transactions;
|
|
|
7.
|
Party
B has deliberately tried to evade creditor’s rights of any bank, by way of
affiliated trade or otherwise;
|
|
|
8
|
Party
is subject to any administrative sanctions or investigation
with
threatened administrative sanctions by relevant authorities
due to its
business operations in violation of any law or
regulations;
|
|
|
9.
|
Party
B has undergone any split, merger, significant consolidation,
acquisition
for restructuring, liquidation, reorganization, cancellation,
declared
bankruptcy, or dissolution;
|
|
|
10
|
Party
B is subject to any litigation or arbitration
due to its breach of any
other similar contract with Party A or any other
third party, or due to
any dispute arising there
from;
|
|
|
11.
|
The
controlling shareholder of Party B has transferred
any share of Party B
held by it, or there has been any material change
with the controlling
shareholder, actual controller, legal representative,
or senior management
of Party B, including but not limited to any administrative
or criminal
sanctions already imposed or subject to investigation
with threatened
administrative or criminal sanctions due to its
business operations in
violation of any law or regulations, occurrence
of any litigation or
arbitration, serious deterioration of financial
situation, declaration of
bankruptcy or dissolution.
|
|
|
12
|
Any
guarantor of a guarantee contract is in breach
of contract, including but
not limited to any false statements in the documents
or formalities in
connection with the guarantee, any breach by
the guarantor of any credit
line contract, guarantee contract or any other
similar contract between
the guarantor and Party A or any other third
party, or any litigation or
arbitration arising from such contracts, winding
up against or out of its
own will, any material business mismanagement,
any administrative or
criminal sanctions already imposed or subject
to investigation with
threatened administrative or criminal sanctions
due to its business
operations in violation of any law or regulations,
evading or neglecting
creditor’s rights of any bank, merger, acquisition for
restructuring, or
any other circumstance which may impair the guarantee
capability of the
guarantor.
|
|
|
13.
|
Any
other circumstance which endangers or threatens
to endanger the security
of loans granted by Party A
|
Article
9
Special
covenants on credit line and affiliated transactions of institutional
client
I.
An
institutional client refers to a legal person enterprise or entity having the
following characteristics:
|
|
1.
|
controlling,
or controlled by, directly or indirectly, through ownership shares
or
business management, any other legal person enterprises or entity;
|
|
|
2.
|
under
the common control of a third party legal person enterprise or
entity;
|
|
|
3.
|
under
the common control, directly or indirectly, of the major individual
investor, key management member or family members in close relation
therewith (including lineal family members of 3 generations and collateral
family members of 2 generations)
|
|
|
4.
|
any
other affiliation where assets or profits may not be transferred
at a fair
price, which shall be deemed as an institutional client in terms
of credit
management.
|
II.
In
case
of an institutional client, Party B shall report to Party A in writing any
affiliated transaction with a total value equals to over 10% of its net assets,
within 10 days after such transaction. The report shall cover the affiliation
of
the parties to the transaction, items and nature, amount or corresponding
proportion of the transaction, and pricing polices (including any transaction
without a price or with a virtual price).
Article
10. Amendments and Termination
This
agreement may be amended or terminated upon consensus through consultation
of
the Parties in the form of writing.
Article
11
Miscellaneous
|
|
1.
|
During
the effective term of this Contract, any excuse or grace of Party
A on any
breach of Party B, or any delay in exercising the rights Party A
is
entitled to hereunder during the term hereof, shall not damage, impair
or
restrict Party A from all the rights Party A is entitled as a creditor
hereunder and any applicable law and regulations, nor shall it constitute
as a persimmon or acceptance by Party A of any act impairing this
Contract, nor as a waiver by Party A of any right, now or in the
future,
to take actions against such
breach.
|
|
|
2.
|
Where
this Contract is held invalid in part or in whole for any reason
under the
law, Party B shall continue to perform all of its obligations for
repayment. In this event, Party A shall be entitled to terminate
this
Contract, and immediately recourse the loan principles and interests
and
any other amounts due hereunder from Party
B.
|
|
|
3.
|
Any
notice in connection with this Contract between the Parties shall
be given
in writing.
|
Article
12
Representations
and Warranties by Party B
Party
B
has the qualification as required by the law to execute and perform this
Contract, and the execution and performance of this Contract has been fully
authorized by its Board of Directors and any other competent organization (where
necessary).
Party
B
warrants that all application documents are true, lawful and valid, free from
any material mistake in non-compliance with any fact or omission of any material
fact.
Party
B
undertakes to notify Party A in writing within 10 days in case of any change
in
its domicile, correspondence address, telephone number, business scope or legal
representative. If Party B fails to perform the above notification obligation,
any notice or document given by Party A at the original correspondence address
shall be considered duly delivered.
Party
B
is fully aware of and has understood all terms in this Contract and the
execution of this Contract is its true will.
Article
13
Applicable
Law and Dispute Settlement
This
Contract has been made in accordance with the law of the People’s Republic of
China and shall be governed by the law of the People’s Republic of China. In
case of any dispute arising during the performance of this Contract, the Parties
shall resolve such dispute through consultation or mediation. Should such
consultation or mediation fail to resolve such dispute, the dispute shall be
resolved according to the method stipulated Section
1
below.
|
|
1.
|
Bringing
the case before the People’s Court in jurisdiction over the place where
Party A is located.
|
|
|
2.
|
Bringing
the case before
/
for
arbitration.
|
|
|
3.
|
If
after the notarization regarding the enforceability by the parties,
Party
B refuse to perform all or part of its obligations hereunder, Party
A may
apply for a certificate of enforcement to the original notarization
body,
and apply for enforcement to a competent people’s court (the people’s
court with jurisdiction over the domicile of the person against whom
enforcement is instituted or the location of the properties of the
person
against whom the enforcement is instituted) by submitting the original
notary certificate and the said certificate of
enforcement.
|
4.
____________________/__________________________________.
Article
14
Conditions
for this Contract to take effect or loss effect
|
|
1.
|
Conditions
for this Contract to take effect (Mark the option with
“√”)
|
o
The loans hereunder are
guaranteed loans, so this Contract shall only take effect after following
conditions are met:
|
|
(1)
|
execution
by and affixed with seals of the
Parties.
|
|
|
(2)
|
execution
of the related guarantee contract (including provisions on the amount
of
security and security of guarantee), and the completion of the required
formalities for registration.
|
o
The
loans hereunder are credit loans, so
this Contract shall take effect upon execution by and affixed with seals of
the
Parties.
|
|
2.
|
Conditions
for this Contract to loss effect: Party B has paid up all the principles
and interests as well as other costs and expenses arising
hereunder.
|
Article
15
Other
matters agreed by the Parities: __________/____________
_____________________________/________________________________
_____________________________/________________________________
Article
16
This
Contract shall be made in
four
counterparts,
three for Party A, and one for Party B as well as each of ____/___, ___/____,
___/___. Each counterpart of this Contract shall have the same
effect.
Seal
of
Party A: (seal of Shenzhen Development Bank Shenzhen Ai Guo Lu
Sub-Branch)
Signature
of person in charge or authorized representative: /s/ Fu Nannan
18
June
2007
Seal
of
Party B: (seal of Shenzhen Highpower Technology Company Limited)
Signature
of person in charge or authorized representative: /s/ Pan Dangyu
18
June
2007
Credit
Line Agreement
No.:
79142007280056
Loanee
:
Shenzhen
Highpower Technology Co., Ltd.
(hereinafter referred to as “Party A”)
Legal
Representative: Pan Dangyu
Legal
Address: Luoshan Industrial Park, Pinghu Town, Longgang District,
Shenzhen
Postal
Code: 518111
Tel:
0755-89686505
Fax:
Bank
of
Deposit: Longhua Sub-branch, Shenzhen Branch, Shanghai Pudong Development
Bank
Account
No.:
Loaner
:
Shenzhen Branch, Shanghai Pudong Development Bank (hereinafter referred to
as
“Party B”)
Legal
Representative: Zong Lexin
Legal
Address: 26/F Shenzhen International Business Center, Futian District,
Shenzhen
Postal
Code: 518048
Tel:
0755-28102919
Fax:
0755-27749600
To
develop a long-term, stable, and reciprocal bank-enterprise cooperative
relationship between Party A and Party B, basing on the principles of equality,
free will, and good faith, Party A and Party B, upon negotiation, agree to
the
following provisions by which they intend to be bound:
Article
1 Credit Line
|
1.1
|
The
highest credit line that Party B will provide to Party A during the
term
of credit set forth herein is (currency)
RMB
(in
words)
twenty
eight million five hundred and seventy thousand
Yuan.
|
|
1.2
|
Party
A may apply for multiple currencies under the credit
line.
|
|
1.3
|
The
sub-credit lines of the credit types under the credit line are listed
as
follows:
|
|
Contents
|
Currency
|
Amount
(in words)
|
|
Amount
of loan
|
RMB
|
twenty
eight million five hundred and seventy thousand
|
|
Amount
of bank acceptance bill
|
|
Amount
of discount for trade bill
|
|
|
|
Amount
of L/C for export
|
|
|
|
Amount
of the letter of guarantee to be established
|
|
|
|
Amount
of import bill advance/
shipping
guarantee
|
|
|
|
Amount
of export bill advance/
bill purchased/discount
|
|
|
|
Amount
of the packed loan of export L/C
|
|
|
Article
2 Term of Credit
|
2.1
|
The
effective term applicable to the highest credit line provided in
Article 1
hereof is one year, from
7
th
of
September
of
2007
to
7
th
of
September
of
2008.
|
|
2.2
|
The
credit line herein during such term of credit may be recycling.
|
Article
3 Credit Guarantee
|
3.1
|
In
order to guarantee the creditor’s rights of Party B herein are paid off,
one or all of the following guarantees will be
applied.
|
√
o
Guaranty
Pan
Dangyu
provides
a guaranty; and the number of the guaranty contract is ZB7914200728005601;
√
o
Mortgagee
Shenzhen
Highpower Technology Co., Ltd
provides
a mortgage with its land-use right (mortgaged property) to the industrial land
of Xinhu Industrial Park, Shangliao Village, Ma’an Town, Huzhou City (Map No.:
2550.75-548.25); the number of the mortgage contract is
ZD7914200728005601;
×
o
Pledger
_______
provides a pledge with (pledged property); and the number of the pledge contract
is
___________
.
|
3.2
|
When
Party A and Party B sign a Specific Business Contract herein, Party
B will
have the right to ask Party A to provide guaranties other than those
set
forth in Clause 1 of Article 3 hereof, and as for such guaranties,
Party B
may ask all the guarantors to bear liabilities of guaranty or may
choose
to use any form of guaranty together with the other forms of guaranty
to
pay off the debts that Party A shall pay off, and Party A will give
up its
right of defense against such choices of Party B.
|
Article
4 Use of Credit Line
|
4.1
|
Within
the term of credit and highest credit line set forth herein, Party
A may
use the credit line for one time or by stages, but its use of the
credit
line shall meet the following conditions:
|
|
|
4.1.1
|
This
Credit Line Agreement and the guaranty contracts herein have entered
into
force;
|
|
|
4.12
|
All
the legal documents provided by Party A as required by Party B herein
are
qualified and complete;
|
|
|
4.1.3
|
Party
A has submitted a letter of application and/or due bill of loan to
Party
B;
|
|
|
4.1.4
|
With
the examination and approval of Party B, the Parties sign the specific
contracts in respect of the credit operations (hereinafter referred
to as
“Specific Business Contract”);
|
|
|
4.1.5
|
The
use of credit line under any Specific Business Contract shall comply
with
the related laws and regulations of the
state.
|
|
4.2
|
The
unpaid sum (i.e. the accumulated unpaid sum in use) of loan used
by Party
A at any time within the term of credit may not exceed the highest
credit
line set forth in Clause 1 of Article 1 hereof, however, within the
term
of credit, Party A may apply for reuse of the paid credit line, and
the
credit line not used in the term of credit will be automatically
cancelled
upon the expiration of the term of credit.
|
|
4.3
|
Party
B will be entitled to cancel the credit line provided that Party
A fails
to perform its obligations according to the Specific Business Contract
within the term of credit.
|
|
4.4
|
Party
A must apply for using credit line within the term of credit provided
in
Article 3, and the term for using each credited fund will be decided
according to the Specific Business
Contract.
|
|
4.5
|
As
for those matters involved in the operation of bank-accepted bill,
letter
of guarantee, and international trade financing and under this Agreement,
such as the discount rate of bill discount, the interest rate and
exchange
rate determined in loan and export and import bill advance, and the
interests collectable in each specific operation and the way of
collection, shall be agreed upon by the Parties in each Specific
Business
Contract.
|
|
4.6
|
Where
there is any discrepancy between the Specific Business Contract signed
by
the Parties for each specific crediting operation and this Agreement,
such
Specific Business Contract shall prevail.
|
Article
5 Warrants of Party A
|
5.1
|
P
arty
A
shall use this credit line for any specific business in compliance
with
the laws and the provisions of the Specific Business Contract
and Party B
shall be entitled to inspect all the related operations at any
time;
|
|
5.2
|
During
the term of credit, Party A shall, at the request of Party B, submit
to
Party B the relevant financial statements, progress of the major
projects,
and all the bank account numbers and the balance of bank deposit
and
loans. Party A undertakes that all the materials provided by Party
A will
be accurate, true, complete, and
valid;
|
|
5.3
|
Party
A undertakes that its assumption of contingent debts or disposal
of fixed
assets will not impair its capability for repayment to Party
B;
|
|
5.4
|
Party
A undertakes that it will immediately notify Party B in writing of
the
occurrence of any of the following events, and Party B may, subject
to the
actual situation, adjust or cancel the credit line and declare maturity
of
a part or the entire granted credit limit:
|
|
|
5.4.1
|
There
has been a breach under the credit contract or guaranty contract
between
Party A and any other creditor;
|
|
|
5.4.2
|
Before
the satisfaction of the debts hereunder, Party A has assumed or will
assume any debt or contingent debt, or has provided a mortgage or
pledge
to a third party.
|
|
|
5.4.3
|
There
has been a change in Party A in terms of its subordination, its scope
of
main business, its directors and senior executives, amendment to
the Joint
Venture Contract, the Articles of Association, and internal organizational
structuring;
|
|
|
5.4.4
|
Party
A or its major officers get involved in any material violation of
disciplines or laws, or claims and Party A get involved in any litigation
or arbitration due to any dispute on any material creditor’s rights or
debt;
|
|
|
5.4.5
|
Party
A faces serious difficulty in business operations and its financial
situation is deteriorated;
|
|
|
5.4.6
|
Other
matters that may affect Party A’s financial situation and its capability
for repayment.
|
|
5.5
|
Party
A undertakes that it will obtain written approval from Party B or
pay off
the creditor’s right of Party B before taking the following measures:
|
|
|
5.5.1
|
decrease
of its registered capital in any way, significant structuring reform,
such
as split, merger, reorganization, restructuring into stockholding
system,
or cancellation, dissolution, shutdown, or change of its operational
method by means of contracting, leasing, joint operation, or
entrusting;
|
|
|
5.5.2
|
any
significant issue related to its external investment or asset
transfer;
|
|
|
5.5.3
|
any
significant ownership issues related to ownership share adjustment
or
transfer.
|
|
5.6
|
Party
A shall make timely repayment of all the principals, interests, costs
and
expenses of this credit granted under this credit
line.
|
|
5.7
|
The
settlement, intermediate business volume, and amount of deposit that
Party
A processes with Party B and its branches shall be no less than
60%
of
the total volume of the same business Party A process with all the
financial organizations, or the proportion of the settlement, intermediate
business volume, and amount of deposit that Party A processes with
Party B
over the total settlement, intermediate business volume, and amount
of
deposit of Party A shall be no lower than that of the total credit
Party B
has granted Party A over Party A’s total credit line from financial
institutions, whichever is higher.
|
|
5.8
|
Party
A confirms that Party B shall have the right to entrust the internal
organizations of Shenzhen Branch of Shanghai Pudong Development Bank
(including branches and sub-branches) to perform the credit line
agreement
or conduct a specific operation.
|
Article
6
Undertakings of Party B
|
6.1
|
Where
Party A applies for the use of this credit line for any specific
business
in compliance with this Contract and the requirements from Party
B, Party
B shall approve such application and shall perform as scheduled according
to the Specific Business Contract.
|
|
6.2
|
Party
B shall, upon the request of Party A, provide Party A with consultation,
agency, settlement, and all the other intermediate services within
its
scope of business.
|
|
6.3
|
Except
the
circumstances as provided in Article 5 and Article 7 respectively,
Party B
shall not unilaterally make any adjustment to the term of credit
and
credit line in a way that is unfavorable to Party A.
|
Article
7 Adjustment of Credit Line
During
the process of performing this Agreement, Party B shall have right to adjust
or
cancel the credit line or ask Party A to pay off the used loan in advance,
according to the following circumstances:
|
7.1
|
Party
A fails to make scheduled repayment or payment of the principals,
interests, costs and expenses due and payable under the credit (including
advance money) as agreed;
|
|
7.2
|
Party
A is in breach of Article 5 hereof;
|
|
7.3
|
Party
A is in breach of any Specific Business
Contract;
|
|
7.4
|
Party
A or the Guarantor suffers deteriorating business operations or will
suffer significant operational
risks;
|
|
7.5
|
There
has been a material change to the market relating to the business
operation of Party A or the Guarantor;
|
|
7.6
|
There
has been a material change in the country’s monetary policy;
|
|
7.7
|
Party
A or the Guarantor is subject to debt dispute or litigation with
any third
party;
|
|
7.8
|
Party
A or the Guarantor loses its business
reputation;
|
|
7.9
|
The
guarantee capability of the Guarantor hereunder is clearly insufficient,
or the value of the security collateral for the creditor’s rights created
hereunder is reduced significantly;
|
|
7.10
|
Party
A or the Guarantor has any of following acts: transfer of property,
spiriting its funds away, evading debts, or any other acts that may
damage
the rights and interests of Party B;
|
|
7.11
|
Party
A or the Guarantor is in a circumstance where it will or may lose
its
capability to fulfill its debts obligations;
|
|
7.12
|
Prior
to the expiration of the term of credit, Party A has expressly stated
that
it will not perform its debt obligations hereunder or under any Specific
Business Contract or has indicated so through its
acts.
|
Article
8 Applicable Law and Dispute Settlement
|
8.1
|
This
Agreement is governed by the laws of the People’s Republic of
China.
|
|
8.2
|
In
case of any dispute arising from this Agreement during the term of
hereof,
the Parties may settle it through consultation; failing that, the
Parties
agree to settle it in the following
method:
|
√
o
Bring
the
dispute before the People’s Court at the place where Party B is located
o
Apply
to
Shenzhen Arbitration Committee for arbitration.
|
8.3
|
As
for any dispute that occurs during the performance of any Specific
Business Contract, the Parties may settle it according to the provisions
of such contract.
|
Article
9 Effectiveness
This
Agreement will become effective when the following conditions are
satisfied:
|
9.1
|
This
Agreement is executed by the authorized representative and affixed
with
the corporate seal of each Party;
|
|
9.2
|
The
guaranty contract under this Agreement becomes effective in accordance
with laws.
|
Article
10 Supplementary Provisions
|
10.1
|
Any
modification or supplementation shall be made in written form and
shall
constitute as an integral part
hereof;
|
|
10.2
|
The
Specific Business Contract for each specific credit line signed by
the
Parties according to this Agreement shall constitute as a part hereof;
|
|
10.3
|
Other
matters agreed by the
Parties:
|
1.
Party A shall pay Party B sixty thousand RMB as credit line management
fee;
2.
The
recovered funds Party A receives from its sale and transfers to Party B in
each
month starting from the month when Party B releases the first withdraw shall
be
no less than eight million RMB and shall be no less than one million US dollars
in case of international settlement;
3.
Before the end of 2007, the parent company of Party A, Hong Kong Highpower
Technology Company Limited, shall increase its capital investment in Party
A or
establish a new company in Shenzhen, and such invested capital shall be no
less
than fifteen million RMB.
|
10.4
|
This
Agreement is made in
four
counterparts, one for Party A, one for the Guarantor and two for
Party B,
and each counterpart shall have the same legal
effect.
|
|
10.5
|
This
Contract was executed in
Shenzhen
on
September
18, 2007
.
|
As
of the
execution hereof, both Party A and Party B have no doubt about all the
provisions hereof and have an accurate understanding of the legal meaning of
the
provisions in respect of the rights and obligations and liabilities of each
Party.
|
Party
A
:
Shenzhen Highpower Technology Co., Ltd. (Sealed)
|
Party
B
:
Shenzhen Branch, Shanghai Pudong Development Bank
(Sealed)
|
|
/s/
Pan Dangyu
Authorized
Representative: Pan Dangyu
(Signature)
|
/s/
Illegible Signature
Authorized
Representative:
(Signature)
|
EXHIBIT
16.1
AJ.
ROBBINS, P.C.
CERIFIED
PUBLIC ACCOUNTANTS
216
SIXTEENTH STREET
SUITE
600
DENVER,
COLORADO 80202
November
2, 2007
Untied
States Securities and
Exchange
Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
Dear
Sir/Madam:
We
have
read Item 4.01 of the form 8-K, dated November 2, 2007, of Hong Kong Highpower
Technology, Inc. (formerly known as SRKP 11, Inc. and hereinafter referred
to as
the “Company”), regarding the recent change of auditors. We agree with such
statement made regarding our firm. We have no basis to agree or disagree
with
other statements made under Item 4.01.
Very
truly yours,
AJ.
Robbins, PC
By
/s/
AJ Robbins
AJ.
Robbins, CPA
EXHIBIT
21.1
Subsidiaries
of the Registrant
|
Subsidiary
Name
|
|
Country
|
|
Hong
Kong Highpower Technology Company Limited (“HKHT”)
|
|
Hong
Kong
|
|
|
|
|
|
Shenzhen
Highpower Technology Co., Ltd. (1)
|
|
People’s
Republic of China
|
(1)
This
company is a wholly-owned subsidiary of HKHT.