Filed
Pursuant to Rule 424(b)(3)
File
Numbers 333-147355 and 333-152497
PROSPECTUS
SUPPLEMENT NO. 3
to
Prospectus dated June 19, 2008 and Prospectus dated August 7, 2008
(Registration
Nos. 333-147355 and 333-152497)
HONG
KONG HIGHPOWER TECHNOLOGY, INC.
This
Prospectus Supplement No. 3 supplements our Prospectus dated June 19, 2008 and
Prospectus dated August 7, 2008 and our Prospectus Supplements Nos. 1 and 2,
(collectively, the “Prospectus Supplements”) dated August 20, 2008 and November
14, 2008, respectively, to each of the Prospectuses. The shares that
are the subject of each Prospectus have been registered to permit their resale
to the public by the selling stockholders named in each Prospectus. We are not
selling any shares of common stock in this offering and therefore will not
receive any proceeds from this offering. You should read this Prospectus
Supplement No. 3 together with each Prospectus and Prospectus Supplement,
as applicable.
This
Prospectus Supplement No. 3 includes the attached report, as set forth below, as
filed by us with the Securities and Exchange Commission (the “SEC”): Current
Report on form 8-K filed with the SEC on January 28, 2009.
Our
common stock is traded on the NYSE Alternext U.S. (formerly known as the
American Stock Exchange) under the symbol “HPJ.”
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date
of this Prospectus Supplement No. 3 is January 29, 2009.
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):
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January
28, 2009
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HONG
KONG HIGHPOWER TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-52103
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20-4062622
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(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
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(86)
755-89686238
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(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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 28, 2009, Hong Kong Highpower Technology, Inc. (the “Company”) announced
that it is appointing Henry Ngan, age 35, as its new Chief Financial Officer,
effective February 1, 2009. The Company’s current Chief Financial Officer, Yui
Zhi Qiu, will remain with the Company as the Corporate Controller.
Since
July 2008, Mr. Ngan has served as Vice President and Senior Equity Analyst at
Brean Murray Carret & Co. in New York City. Prior to that, Mr.
Ngan served as an Equity Research Analyst at Buckingham Research Group in New
York from June 2004 to January 2008 and at Robotti & Company from October
2002 until June 2004. Mr. Ngan received a B.S. degree in Accounting
from the University at Albany, State University of New York in 1995 and an MBA
in Finance and Information & Communication Systems from Fordham University
in 2004. Mr. Ngan is a Certified Public Accountant in the State of
New York.
In
connection with Mr. Ngan’s appointment, the Company anticipates entering into an
offer letter (the “Offer Letter”) with Mr. Ngan regarding his employment
pursuant to which he will be entitled to a base salary at an annual rate of
$150,000 and 17,000 shares of restricted common stock of the Company under the
Company’s 2008 Omnibus Incentive Plan, which will be granted on August 1, 2009
and vest in equal installments on January 31, 2010 and January 31,
2011. Mr. Ngan will also be entitled to reasonable vacation and sick
time and reimbursement for the cost of standard medical and dental insurance
premiums and for business expenses. Mr. Ngan will also be required to
execute a Confidentiality and Non-Disclosure Agreement in connection with his
employment with the Company.
Other
than the above, ,there are no other arrangements or understandings between Mr.
Ngan and any other person(s) with respect to his appointment as the Company’s
Chief Financial Officer. In addition, there has been no transaction, nor is
there any currently proposed transaction, to which the Company or any of its
subsidiaries was or is to be a party in which Mr. Ngan or any member of his
immediate family, had or will have, a direct or indirect material
interest. Mr. Ngan is not related to any of Company’s directors or
other executive officers.
On
January 28, 2009, the Company issued a press release announcing the appointment
of Mr. Ngan as Chief Financial Officer. A copy of such press release is attached
to this current report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Description
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99.1
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Press
release dated January 28, 2009.
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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.
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Hong
Kong Highpower Technology, Inc.
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/s/
Dang Yu Pan |
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By:
Dang Yu Pan
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Its:
Chairman of the Board and Chief Executive Officer
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