UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-K/A

Amendment No. 2



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED DECEMBER 31,
2011



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



FOR THE TRANSITION PERIOD FROM _______
TO ___________



COMMISSION FILE NO. 000-52103



HIGHPOWER INTERNATIONAL, INC.

(Exact Name of Registrant As Specified
In Its Charter)



|Delaware                                                                                                                                |  | 20-4062622                                  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization)                                                                  |  | (I.R.S. Employer
        Identification No.)
|                                                                                                                                        |  |                                             
|Building A1, Luoshan Industrial Zone,
        Shanxia, Pinghu, Longgang,
        Shenzhen, Guangdong
        People’s Republic of China |  | 518111                                      
|(Address of principal executive offices)                                                                                                |  | (Zip Code)                                  



Registrant’s telephone number,
including area code:(86) 755-89686292



SECURITIES REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT:



|Title of                        |  | Name of each exchange
|------------------------------- |  | ---------------------
|Each Class                      |  | on which registered  
|Common Stock, $0.0001 par value |  | Nasdaq Global Market 



SECURITIES REGISTERED PURSUANT TO SECTION
12(g) OF THE ACT:



None.



Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈  No x





Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈  No x







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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   Yes  ̈ 
No  x











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



|Large accelerated filer ̈ |  | Accelerated filer ̈        
|------------------------ |  | --------------------------
|                         |  |                           
|Non-accelerated filer ̈   |  | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes  ̈ No x



The aggregate market
value of the registrant's issued and outstanding shares of common stock held by non-affiliates of the registrant as of June 30,
2011 (based on the price at which the registrant’s common stock was last sold on such date) was approximately $26.21 million.



There were 13,582,106
shares outstanding of the registrant’s common stock, par value $0.0001 per share, as of March 25, 2012. The registrant’s
common stock is listed on the Nasdaq Global Market under the stock symbol “HPJ.”



Documents Incorporated by Reference: None.









Explanatory Note



This Amendment No. 2 to the Annual Report on Form 10-K (the
“Amendment No. 2”) of Highpower International, Inc. (“we” or the “Company”) amends our Annual
Report on Form 10-K for the year ended December 31, 2011 that was filed with the Securities and Exchange Commission (“SEC”)
on March 30, 2011 (“Original Filing”), as amended by Amendment No. 1 filed with the SEC on April 10, 2012 (“Amendment
No. 1”). This Amendment No. 2 is filed solely to file Exhibit 23.1 which was omitted from the Original Filing.



This Amendment No. 2 only amends information in Item 15. Except
for Item 15, no other items of the Original Filing or Amendment No. 1 are being amended. Among other things, forward-looking statements
made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have
become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical
context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original
Filing, including any amendments to those filings. The certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 have been revised, as applicable to the disclosures that are amended by this Amendment No. 2, re-executed
and re-filed as of the date of this Amendment No. 2.









PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES





| | 1. | Financial Statements: See “Index to Consolidated
Financial Statements” in Part II, Item 7 of this annual report on Form 10-K.
| | -- | -----------------------------------------------------------------------------------------------------------------------------

| | 2. | Financial Statement Schedule: Not applicable.
| | -- | ---------------------------------------------

| | 3. | Exhibits: The exhibits listed in the accompanying “Index
to Exhibits” are filed or incorporated by reference as part of this Form 10-K.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------





SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Shenzhen, People’s Republic of China, on April 27, 2012.





|                      | Highpower International, Inc.
(Registrant)
|--------------------- | ------------------------------------------
|                      |                                           
|Dated:
April 27, 2012 |                                           
|                      | By:                                       









EXHIBIT INDEX





|Exhibit  |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number   |  | 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 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2007).                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|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 (incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2007).                                                                                                                                                                                                                   
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4      |  | Certificate of Amendment to Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2010).                                                                                                                                                                                                   
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.1     |  | Form of Subscription Agreement (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2007).                                                                                                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.2*    |  | Consumer Battery License Agreement, amended as of August 8, 2011, by and between Shenzhen Highpower Technology Co., Ltd and Ovonic Battery Company, Inc. (incorporated by reference from Exhibit 10.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 11, 2008).                                                                                                    
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.3     |  | 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) (incorporated by reference from Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2007).            
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4#    |  | Comprehensive Line of Credit dated as of December 12, 2011 by and between Shenzhen Development Bank Co., Ltd. and Shenzhen Highpower Technology Co., Ltd. (translated to English).                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4(a)# |  | Guaranty Contract of Maximum Amount
        dated as of December 12, 2011 by and between Dang Yu Pan and ShenzhenDevelopment Bank Co., Ltd.
        (translated to English).                                                                                                                                                                                                                                     
|10.4(b)# |  | Guaranty Contract of Maximum Amount
        dated as of December 12, 2011 by and between Springpower Technology (Shenzhen) Co., Ltd. and
        ShenzhenDevelopment Bank Co., Ltd. (translated to English).                                                                                                                                                                                                     
|10.5     |  | Comprehensive Line of Credit Contract dated May 5, 2011 by and
        between Shenzhen Development Bank Co., Ltd. and Shenzhen Highpower Technology Co., Ltd. and corresponding guarantee agreements
        (translated to English) (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed
        with the Securities and Exchange Commission on August 15, 2011).
|10.6     |  | Comprehensive Line of Credit Contract
        dated as ofJune 1, 2011by and between Shenzhen Highpower Technology Co., Ltd. and China Everbright
        Bank Shenzhen Longhua Sub-branch (translated to English)(incorporated by reference to Exhibit 10.2 to the registrant’s
        Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011).                     
|10.7     |  | Comprehensive Line of Credit Contract
        dated as ofJune 1, 2011by and between Shenzhen Highpower Technology Co., Ltd. and China Everbright
        Bank Shenzhen Longhua Sub-branch (translated to English)(incorporated by reference to Exhibit 10.2 to the registrant’s
        Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15, 2011).                     









|10.8     |  | Non-Commitment Financing Arrangement dated April 8, 2011 by
        and between Shenzhen Highpower Technology Co., Ltd. and Standard Chartered Bank (China) Limited, Shenzhen Branch (translated to
        English) (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities
        and Exchange Commission on August 15, 2011).                                                  
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9     |  | Term Loan Agreement dated
        August 29, 2011 by and between Wing Lung Bank and Hong Kong Highpower Technology Company Limited. (translated to English) (incorporated
        by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
        on November 16, 2011).                                                                                                 
|10.10    |  | Bank loan contract dated August 1, 2011 by and between China
        Industrial and Commercial Bank Ltd. Shenzhen Henggang Sub-branch and Shenzhen Highpower Technology Company Limited and corresponding
        guarantee agreements (translated to English) (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report
        on Form 10-Q filed with the Securities and Exchange Commission on November 16, 2011).      
|10.11    |  | Agreement on Line of Credit dated as of December 8, 2010 by
        and between Bank of China Limited, Shenzhen Buji Subbranch and Shenzhen Highpower Technology Co., Ltd. (translated to English)
        (incorporated by reference to Exhibit 10.4 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
        Commission on April 13, 2011).                                                                
|10.11(a) |  | Guaranty Contract of Maximum Amount dated as of December 8,
        2010 by and between Dan Yu Pan and the Shenzhen Buji Subbranch of Bank of China Limited (translated to English) (incorporated by
        reference to Exhibit 10.4(a) to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
        on April 13, 2011).                                                                            
|10.12    |  | Uncommitted Short Term Revolving Facility Agreement dated as
        of August 12, 2010 by and between Citibank (China) Co., Ltd. Shenzhen Branch and Shenzhen Highpower Technology Co., Ltd. (translated
        to English) (incorporated by reference to Exhibit 10.5 to the registrant’s Annual Report on Form 10-K filed with the Securities
        and Exchange Commission on April 13, 2011).                                             
|10.12(a) |  | Guaranty dated as of
        August 12, 2010 by and between Dan Yu Pan and Citibank (China) Co., Ltd. (translated to English) (incorporated by reference to
        Exhibit 10.5(a) to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April
        13, 2011).                                                                                                                                  
|10.13    |  | Uncommitted Short Term Revolving Facility Agreement dated as
        of August 12, 2010 by and between Citibank (China) Co., Ltd. Shenzhen Branch, Shenzhen Highpower Technology Co., Ltd. and Sprintpower
        Technology (Shenzhen) Co., Ltd. (translated to English) (incorporated by reference to Exhibit 10.6 to the registrant’s Annual
        Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).
|10.14    |  | Line of Credit Contract dated as of November 8, 2010 by and
        between China Merchants Bank Co., Ltd., Shenzhen Longgang Sub-branch (translated to English) (incorporated by reference to Exhibit
        10.7 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                                                          
|10.14(a) |  | Form of Irrevocable Guaranty Contract of Maximum Amount by and
        between China Merchants Bank Co., Ltd., and the persons indicated in Schedule A attached to the Form of Agreement (translated to
        English) (incorporated by reference to Exhibit 10.7(a) to the registrant’s Annual Report on Form 10-K filed with the Securities
        and Exchange Commission on April 13, 2011).                                               
|10.15    |  | Line of Credit Contract dated as of June 20, 2010 by and between
        Shenzhen Development Bank Co., Ltd. and Shenzhen Highpower Technology Co., Ltd. (translated to English) (incorporated by reference
        to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April
        13, 2011).                                                                                  
|10.15(a) |  | Maximum Amount Guarantee dated as of July 13, 2010 by and between
        Shenzhen Development Bank Co., Ltd. and Dan Yu Pan (translated to English) (incorporated by reference to Exhibit 10.8(a) to the
        registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                                                                   









|10.16    |  | Comprehensive Line of Credit Contract dated as of March 3, 2010
        by and between Shenzhen Highpower Technology Co., Ltd. and China Everbright Bank Shenzhen Longhua Sub-branch (translated to English)
        (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange
        Commission on April 13, 2011).
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17    |  | FCY Banking Facility dated as of April 7, 2010 by and between
        Shenzhen Highpower Technology Co., Ltd. and Standard Chartered Bank (China) Limited (translated to English) (incorporated by reference
        to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April
        13, 2011).                          
|10.17(a) |  | Guarantee dated as of April 7, 2010 by and between Standard
        Chartered Bank (China) Limited and Dang Yu Pan (translated in English) (incorporated by reference to Exhibit 10.10(a) to the registrant’s
        Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                      
|10.18    |  | Banking Facility dated as of January 21, 2011 by and between
        Hong Kong Highpower Technology Co., Ltd. and Standard Chartered Bank (China) Limited (incorporated by reference to Exhibit 10.11
        to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                          
|10.19    |  | Uncommitted Demand Credit Facility dated as of January 31, 2011
        by and between Hong Kong Highpower Technology Co., Ltd. and Citibank, N.A., Hong Kong Branch (incorporated by reference to Exhibit
        10.12 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                               
|10.20    |  | Term Loan Agreement dated as of December 21, 2010 by and between
        Hong Kong Highpower Technology Co., Ltd. and Wing Lung Bank Limited (incorporated by reference to Exhibit 10.13 to the registrant’s
        Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                       
|10.21    |  | Banking Facility dated as of April 9, 2010 by and between Hong
        Kong Highpower Technology Co., Ltd. and Standard Chartered Bank (China) Limited (incorporated by reference to Exhibit 10.14 to
        the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                             
|10.21(a) |  | Guarantee dated as of May 26, 2010 by and between Standard Chartered
        Bank (Hong Kong) Limited and Dang Yu Pan (incorporated by reference to Exhibit 10.14(a) to the registrant’s Annual Report
        on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                                           
|10.21(b) |  | Amendment Letter to Guarantee dated as of January 21, 2011 by
        and between Standard Chartered Bank (Hong Kong) Limited and Dang Yu Pan (incorporated by reference to Exhibit 10.4(b) to the registrant’s
        Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 13, 2011).                                                                    
|21.1     |  | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the registrant's Quarterly Report on form 10-Q filed with the Securities and Exchange Commission on May 16, 2011).                                                                                                                                                                                                       
|         |  |                                                                                                                                                                                                                                                                                                                                                                                             
|23.1     |  | Consent of Marcum Bernstein & Pinchuk LLP.                                                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                                                             
|23.2#    |  | Consent of Dominic K.F. Chan & Co.                                                                                                                                                                                                                                                                                                                                                          
|         |  |                                                                                                                                                                                                                                                                                                                                                                                             
|31.1     |  | Certification of Chief Executive Officer pursuant to Item 601(b)(31)
        of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                       
|31.2     |  | Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                                                                             
|32.1** # |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                              
|         |  |                                                                                                                                                                                                                                                                                                                                                                                             









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



| | * | The Registrant received from the Securities and Exchange
Commission an order dated June 9, 2008 granting confidential treatment under the Securities Exchange Act of 1934.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ** | This exhibit shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | + | In accordance with Rule 406T of Regulation S-T, the XBRL
related information in Exhibit 101 to this annual report on Form 10-K shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be
part of any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of
1934, except as shall be expressly set forth by specific reference in such filing.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | # | Previously filed.
| | - | -----------------