SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

(Mark One)

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 :
| | - | --------------------------------------------------------------------------------------



For the fiscal year
ended December 31, 2011



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition
period from                 to



000-54424

Commission file number



GREENPOWER INTERNATIONAL GROUP
LTD.

(Exact name of registrant as specified in
its charter)



|Delaware                        | 45-1877342                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     



8728 Valley Boulevard, Suite 209

Rosemead, California 91770








(Address of principal executive offices)
(zip code)



Registrant's telephone number,
including area code: (626) 280-8787



Securities
registered pursuatn to Section 12(b) of the Act: 	None



Securities registered pursuant to Section
12(g) of the Exchange Act: Common Stock

$.0001 par value per share

(Title
of class)



Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
                ̈
Yes x No



Inidcate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                 ̈
Yes x No



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.

x Yes  ̈
No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

x
Yes  ̈ No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (Section 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.

x
Yes  ̈ No



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", "non-accelerated filer", and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.



|Large Accelerated filer  ̈                   | Accelerated filer  ̈        
|------------------------------------------- | ---------------------------
|Non-accelerated filer  ̈                     | Smaller reporting company x
|(do not check if smaller reporting company) |                            



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                ̈
Yes x No



State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant's most recently completed second fiscal quarter.
          $ 0

Indicate the number of shares outstanding
of each of the registrant's classes of common stock as of the latest practicable date.



|Class                           | Outstanding at March 15,  2012
|------------------------------- | ------------------------------
|                                |                               
|Common Stock, par value $0.0001 | 21,000,000 shares             



Documents incorporated by reference: None











PART I



ITEM 1.   BUSINESS



Greenpower International
Group Limited (the "Company") (formerly Boxwood Acquisition Corporation) was incorporated on April 20, 2011 under the
laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and
acquisitions.

On June 2, 2011, the Company filed a registration
statement on Form 10 pursuant to the Securities Exchange Act of 1934 by which it registered its class of common stock.



The Company has been
in the developmental stage since inception. Until February 10, 2012 and for the entirety of the period covered by this report,
the Company's operations were limited to issuing shares of its stock to its original shareholders, filing a registration statement
on Form 10 pursuant to Section 12(g) of the Securities Exchange Act of 1934 by which it registered its class of comm on stock,
and executing a change in control by the redemption of shares and issuance of additional shares of its common stock.



The Company was formed
to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered
under the Securities Exchange Act of 1934 by virtue of a business combination with the Company. Such combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish
to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.



The most likely
target companies are those seeking the perceived benefits of becoming a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions,
providing liquidity for shareholders and other factors.



Until November 1, 2011,
the president of the Company was also the president, director and shareholder of Tiber Creek Corporation, one of the two initial
shareholders. Tiber Creek Corporation assists companies in becoming public reporting companies and assists with introductions to
the financial community. To become a public company, Tiber Creek Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively, that a company first effect a business combination with an existing public company and
then subsequently file a registration statement.











In October 2011, the
Company entered into an engagement agreement with Tiber Creek Corporation whereby Tiber Creek would provide assistance to the Company
in effecting certain transactions, including transferring control of a reporting company to the Company, combining the Company
with another entity through a business combination, preparing certain securities filings, maintaining relationships with broker-dealers
and market-makers and preparing various related agreements. Tiber Creek is entitled to receive non-refundable cash fees totaling
$100,000 (payable in installments) from the Company. In addition, 500,000 common shares of the Company, which were previously issued
to Tiber Creek and an affiliated entity, MB Americus LLC, a California business entity (“MB Americus”), will continue
to be retained by Tiber Creek and MB Americus in connection with and related to the services provided by Tiber Creek to the Company.



On October 28, 2011,
the shareholders of the Company and the Board of Directors unanimously approved an increase to the authorized number of shares
of common stock to 500,000,000, and filed such changes with the State of Delaware.



As part of the change
in control on October 28, 2011, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock
at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. The then officers and directors of the Company
resigned and the following persons were elected to the board of directors of the Company:



Zhang Jiong (Chairman)

Liu Xiaoping

Luo Yong



The following persons were appointed to
the offices appearing next to their name:



|Liu Xiaoping | Chief Executive Officer
|------------ | -----------------------
|Luo Yong     | Chief Financial Officer



On October 31, 2011,
the Company issued 10,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate
of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock.



The Company filed a
Form 8-K with the Securities and Exchange Commission reporting the change in control transaction.



As of December 31,
2011, the Company had not generated revenues and had no income or cash flows from operations since inception.



At December 31, 2011,
the Company had sustained net loss of $1,150 since inception of the Company on April 20, 2011 and an accumulated deficit of $1,150.
At December 31, 2011, the continuation of the Company as a going concern was dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations, or to successfully locate and negotiate with a business
entity for the combination of that target company.











As of December 31,
2011, the Company anticipated that it would enter into a business combination with an operating electrical-use manager company,
mostly likely in China. An energy management contract ("EMC") is an agreement whereby an industrial business or large
user of electricity hires a company to manager their electrical use. The Chinese government is sponsoring tax and other government
incentives for companies to enter into EMC contracts. The Chinese electrical-use manager company presently focuses on entering
into contracts with outdoor advertising (billboard) companies and essentially replaces the raditional lights on the outdoor advertising
with LED lights and by which it receives a share of the reduction in the electrical bill received by the customer. The Chinese
electrical-use manager company also sells LED lights to consumers and business via direct sales or wholesale to other retailers.
No contracts or agreements have been entered into as of the date hereof and no physical property has been purchased, designed or
opened in regard to such business.



There is no assurance
that the Company will ever be profitable.



Subsequent Activities



Subsequent to the period
covered by this report, on February 10, 2012, the Company effected the
acquisition of Greenpower International Group Limited, a company incorporated in the British Virgin Islands (“Greenpower
BVI”) through the exchange of 10,000,000 shares of voting common stock of Greenpower Delaware for all the 50,000 outstanding
shares of Greenpower BVI at an exchange ratio of 200 shares of Greenpower Delaware for each share of Greenpower BVI (the "Acquisition").
Greenpower BVI was incorporated in the British Virgin Islands in September 2011.



Greenpower BVI has
become a wholly owned subsidiary of Greenpower Delaware and Greenpower Delaware has taken over the management and control Greenpower
BVI.



Greenpower BVI has
management and voting control of Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong,
China (“Guoning”), through a variable interest entity structure.



Guoning was formed
in January 2011 and was formerly known as Shenzhen Muren Technology Industry Co., Ltd. (“Muren”). Muren was incorporated
in March 2004 in the Guangdong Province, Shenzhen City of the PRC as a limited liability company. Muren is in the business of energy
management, with the primary objective of commercializing energy-saving lighting products and services.



The primary products
of the Company will be LED lights, specifically for outdoor billboards. The primary service of the Company will be the EMC or Energy
Management Contract. The Company intends to provide customers with energy efficient and high quality LED lighting at no cost in
exchange for a contract that gives the Company a share of the Company’s energy savings.











On February 13, 2012,
the Company filed a Form 8-K reporting this acquisition and also on February 13, 2012, the Company filed a registration statement
on Form S-1 pursuant to the Securities Act of 1933 for the offer and sale o f 11,000,000 shares of common stock held shareholders
thereof (file no. 333-179493).



Please see these filings
at www.sec.gov for further detailed information about the events subsequent to the period
covered by this report and the above referenced acquisition in particular.



Employees



As of the date of this
report, the Company had no employees.



Subsidiaries



As of the date of this
report, the Company had no subsidiaries.



Reports to Security Holders



The Company has filed
a registration statement on Form S-1, under the Securities Act of 1933, with the Securities and Exchange Commission with respect
to the sale of shares of its common stock by the holders thereof.



In 2011, the Company
(as Boxwood Acquisition Corporation) filed a Form 10 registration statement pursuant to the Securities Exchange Act of 1934 and
is a reporting company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and
management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will
voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests
the same.



The Company's documents
filed with the Securities and Exchange Commission may be inspected at the Commission's principal office in Washington, D.C. Copies
of all or any part of any filing may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100
F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports,
proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s
filings may be located under the CIK number 0001522211.



ITEM 2.   PROPERTIES



The corporate headquarters
of the Company are located in Rosemead, California.



Subsequent to the acquisition
of Greenpower BVI in February 2012, the operating headquarters of the Company will be located in Shenzhen, Guangdong Province,
China. The Company leases an office building with approximately 5,000 square feet of space.











ITEM 3.   LEGAL PROCEEDINGS



There are no pending,
threatened or actual legal proceedings in which the Company or any subsidiary is a party.



ITEM 4.   MINE SAFETY DISCLOSURES



Not applicable.



PART II



| | ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATE STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
| | ------- | -----------------------------------------------------------------------------------------------------------



There is no public
market for the Company’s common stock. The Company has filed with the Securities and Exchange Commission a registration statement
on Form S-1 pursuant to the Securities Act of 1933 for the offer and sale up to 11,000,000 shares of common stock at owned by current
shareholders.



The Company has issued
the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted
below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general
advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes
only, without a view to resale.



|Date           | Name                    | Number of Shares               
|-------------- | ----------------------- | -------------------------------
|               |                         |                                
|April 20, 2011 | Tiber Creek Corporation | 10,000,000 (9,750,000 Redeemed)
|April 20, 2011 | MB Americus, LLC        | 10,000,000 (9,750,000 Redeemed)



On October 31, 2011,
the Company, as part of its change in control, issued 10,500,000 shares of its common stock to 50 individuals all of whom except
one are residents of the People's Republic of China. Such securities were issued pursuant to exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.



On February 10, 2012,
the Company issued an aggregate of 10,000,000 shares to 50 shareholders of Greenpower International Group Limited, a company incorporated
in the British Virgin Islands through the exchange of such 10,000,000 shares of voting common stock of Greenpower Delaware for
all the outstanding shares of Greenpower BVI at an exchange ratio of 200 shares of Greenpower Delaware for each share of Greenpower
BVI. All the shareholders, except one, of Greenpower BVI are residents of the People's Republic of China.











ITEM 6.   SELECTED FINANCIAL DATA.



There is no selected
financial data required to be filed for a smaller reporting company.



| | ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
| | ------- | -------------------------------------------------------------------------------------



As of December 31,
2011, the Company had not generated revenues and had no income or cash flows from operations since inception.



At December 31, 2011,
the Company had sustained net loss of $1,150 since inception of the Company on April 20, 2011 and an accumulated deficit of $1,150.
At December 31, 2011, the continuation of the Company as a going concern was dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations, or to successfully locate and negotiate with a business
entity for the combination of that target company.



The Company has been
in the developmental stage since inception. Until February 10, 2012 and for the entirety of the period covered by this report,
the Company's operations were limited to issuing shares of its stock to its original shareholders, filing a registration statement
on Form 10 pursuant to Section 12(g) of the Securities Exchange Act of 1934 by which it registered its class of comm on stock,
and executing a change in control by the redemption of shares and issuance of additional shares of its common stock



The Company was formed
to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered
under the Securities Exchange Act of 1934 by virtue of a business combination with the Company.



In October 2011, the
Company entered into an engagement agreement with Tiber Creek Corporation whereby Tiber Creek would provide assistance to the Company
in effecting certain transactions, including transferring control of a reporting company to the Company, combining the Company
with another entity through a business combination, preparing certain securities filings, maintaining relationships with broker-dealers
and market-makers and preparing various related agreements.



On October 28, 2011,
the shareholders of the Company and the Board of Directors unanimously approved an increase to the authorized number of shares
of common stock to 500,000,000, and filed such changes with the State of Delaware.











On October 28, 2011
the Company effected a change in control of the Company.



On October 31, 2011,
the Company issued 10,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate
of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock.



The Company filed a
Form 8-K with the Securities and Exchange Commission reporting the change in control transaction.



Subsequent to the period
covered by this report, on February 10, 2012, the Company effected the
acquisition of Greenpower International Group Limited, a company incorporated in the British Virgin Islands (“Greenpower
BVI”) through the exchange of 10,000,000 shares of voting common stock of Greenpower Delaware for all the 50,000 outstanding
shares of Greenpower BVI at an exchange ratio of 200 shares of Greenpower Delaware for each share of Greenpower BVI (the "Acquisition").
Greenpower BVI was incorporated in the British Virgin Islands in September 2011.



Greenpower BVI has
become a wholly owned subsidiary of Greenpower Delaware and Greenpower Delaware has taken over the management and control Greenpower
BVI..



Greenpower BVI has
management and voting control of Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong,
China (“Guoning”), through a variable investment entity structure.



The Company filed a
Form 8-K with the Securities and Exchange Commission reporting the these transactions.



There is no assurance
that the Company will ever be profitable.



Critical Accounting Policies



Use of Estimates



The financial statements
of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.



The Company believes
that the following critical accounting policies, among others, affect its more significant judgments and estimates used in the
preparation of its financial statements:











Fair Value of Financial Instruments



ASC 820-10 (formerly
SFAS No. 157, Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities
recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the
fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between
willing parties. As of December 31, 2011, the carrying value of certain financial instruments such as accounts receivable,
accounts payable, accrued expenses, and amounts due to/from related party approximates fair value due to the short-term nature
of such instruments.





Recently Issued Accounting Pronouncements







Adopted



In December 2010, the FASB issued ASU 2010-29,
Disclosure of Supplementary Pro Forma Information for Business Combinations. This proposed ASU reflects the consensus-for-exposure
in EITF Issue No. 10-G, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” The Amendments
in this proposed ASU specify that if a public entity presents comparative financial statements, the entity would disclose revenue
and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as
of the beginning of the comparable prior annual reporting period only. This ASU would also expand the supplemental pro forma disclosures
under Codification Topic 805, Business Combinations, to include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination. This proposed ASU would be effective prospectively for
business combinations that are consummated on or after the beginning of the first annual reporting period beginning on or after
December 15, 2010. Early adoption would be permitted. The adoption of this ASU did not have a material impact to our financial
statements. The new disclosures and clarifications of existing disclosures are effective now, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption
of this ASU did not have a material impact on the Company’s financial statements and related disclosures.



In September 2011, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, “Intangibles-Goodwill
and Other (Topic 350): Testing Goodwill Impairment” which is intended to simplify goodwill impairment testing by permitting
the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary
to perform the traditional two-step impairment test.  Under this update, we are not required to calculate the fair value
of our reporting units unless we conclude that it is more likely than not (likelihood of more than 50%) that the carrying value
of our reporting units is greater than the fair value of such units based on our assessment of events and circumstances.  This
update is effective for fiscal years beginning after December 15, 2011, with early adoption permitted.  We have adopted
the provisions of this update at the beginning of our fourth quarter.  The adoption of this provision did not have a
material impact on our financial statements.



Not Yet Adopted



In May 2011, the FASB issued ASU 2011-04,
“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial
Reporting Standards (IFRS) of Fair Value Measurement – Topic 820.” ASU 2011-04 is intended to provide a consistent
definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB’s intent about the application
of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement
for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim
periods beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on our financial
statements.







ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



The financial statements
for the year ended December 31, 2011 for Greenpower International Group, Inc. are attached to this report.











| | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
| | ------- | ------------------------------------------------------------------------------------



The Company had no
disagreements on any matter of accounting principle or practice, financial statement disclosure or audit scope or procedure with
its accountant.



ITEM 9A.   CONTROLS AND PROCEDURES



Pursuant to Rules adopted
by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's principal executive officer and principal financial and
accounting officer. There have been no significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of the evaluation. Based upon that evaluation, they believe that the Company's disclosure
controls and procedures are effective in gathering ,analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The officers are
directly involved in the day-to-day operations of the Company.



Management's Report of Internal Control
over Financial Reporting



The Company is responsible
for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities
Exchange Act of 1934. The Company's president and principal financial and accounting officer conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of December 31, 2011, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial reporting was effective as of December 31, 2011, based
on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system
are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.



Anton & Chia, the
independent registered public accounting firm, has not issued an attestation report on the effectiveness of the internal control
over financial reporting.



Changes in Internal Control Over Financial
Reporting



Although the officers
and directors of the Company have changed, the officers and directors of the Company have not made any changes during the fourth
fiscal quarter that materially affect, or are reasonably likely to materially affect, its internal control over financial reporting.











ITEM 9B. OTHER INFORMATION



There is no information
required to be disclosed on Form 8-K during the fourth quarter covered by this Form 10-K not otherwise reported.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE



As of December 31,
2011, the directors and officers of the Company are as follows:



|             |     |                                      | Date Position
|------------ | --- | ------------------------------------ | -------------
|Name         | Age | Position                             | Commenced    
|             |     |                                      |              
|Jiong Zhang  | 43  | Chairman of the Board                | 2011         
|Yong Luo     | 48  | Chief Financial Officer and Director | 2011         
|Xiaoping Liu | 48  | Chief Executive Officer and Director | 2011         



Jiong Zhang



Jiong Zhang serves
as the Chairman of the Board of Directors of the Company. He is also currently the Chairman of the Board of Guoning. Mr. Zhang
was the founder of Muren, a predecessor to Guoning. Mr. Zhang has been involved in the development and production of LED smart
energy saving lighting and is very familiar with the industry and its market. Mr. Zhang graduated from Hunan (China) Institute
of Finance and Economics.



Yong Luo



Yong Luo serves as
a member of the Board of Directors of the Company, and Chief Financial Officer for the Company. Mr. Luo has more than 15 years
of experience in marketing, management and business operations. He was instrumental in the development and use of a caller ID telephone
for Shenzhen Kang Meisi Communication Co., Ltd. which the company attributes to significantly impacting a large increase in its
production value. He is also currently the Chairman of the Board of Global Lock Safety (International) Group Co., Ltd. Under his
direction and control, Global Lock Safety (International) Group Co., Ltd. was successfully listed on the London Stock Exchange
in 2011. He is also currently a member of the Board of Directors of Guoning. Mr. Luo graduated from Hunan (China) Hengyang Normal
University.



Xiaoping Liu



Xiaoping Liu serves
as the Chief Executive Officer and a Director of the Company. Mr. Liu is also the Managing Director of Guoning. After retiring
from serving as a general manager of a government owned company, Mr. Liu founded a culture communication company. As a corporate
planner, Mr. Liu has consulted with many companies and successfully planned and marketed several famous brand names such as "Haier
Products Marketing plans""Chain of Cooperative Planning and Program of Qingdao Beef Company" and "China Rural
Credit Cooperative Association". Mr. Liu is currently the Chief Executive Officer of Guoning. Mr. Liu graduated from Hunan
(China) Communication Polytechnic.











Director Independence



Pursuant to Rule 4200
of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee
of a company. The Company's Board of Directors has reviewed the materiality of any relationship that each of the directors has
with the Company, either directly or indirectly. Based on this review, the Board has determined that there are no independent directors
at the present time.



Committees and Terms



The Board of Directors
has not established any committees of the Board.



The Company will notify
its stockholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy
statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days
prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board
of Directors.



Conflicts of Interest



There are no binding
guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce
a liability of management to the Company would most likely be prohibitively expensive and time consuming.



Code of Ethics



The Company has not
at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has no operations or business
and does not have any revenues. The Company intends to adopt a Code of Ethics to provide a manner of conduct. Because the Company
does not have any activities, there are no activities or transactions which would be subject to this code. At the time the Company
completes its initial public offering of securities, management anticipates that it will adopt such a code.











Corporate Governance



For reasons similar
to those described above, the Company does not have a nominating nor audit committee of the board of directors. The board of Directors
consists of three directors. The Company has no activities, and receives no revenues. At such time that the Company has a larger,
board of directors and commences activities, the Company will propose creating committees of its board of directors, including
both a nominating and an audit committee.



Legal Proceedings



There are currently
no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.



ITEM 11. EXECUTIVE COMPENSATION



There was no compensation
paid or accrued to any officer during 2011.



Employment Agreements



The Company has no
employment agreements with any of its officers or other employees.



Anticipated Officer and Director Remuneration



The Company intends
to pay annual salaries to all of its employees and an annual stipend to its directors when, and if, it completes a primary public
offering for the sale of securities (i.e. a public offering raising capital for the Company).



| | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
| | -------- | -----------------------------------------------------------------------------------------------



The following table
sets forth information as of the date of this report regarding the beneficial ownership of the Company’s common stock by
each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of
five percent of the common stock after giving effect to any exercise of warrants or options held by that person.



|             |  |                          |  | Number of Shares of |           |  | Percent      | 
|------------ |  | ------------------------ |  | ------------------- | --------- |  | ------------ | 
|Name         |  | Position                 |  | Common Stock        |           |  | of Class (1) | 
|             |  |                          |  |                     |           |  |              | 
|Jiong Zhang  |  | Chairman of the Board    |  |                     | 2,986,800 |  |              | 
|Yong Luo     |  | Chief Financial Officer, |  |                     |           |  |              | 
|             |  | Director                 |  |                     | 2,420,000 |  |              | 
|Xiaoping Liu |  | Chief Executive Officer, |  |                     |           |  |              | 
|             |  | Director                 |  |                     | 2,420,000 |  |              | 



(1) Based upon 11,000,000 shares outstanding.











| | ITEM 13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
| | -------- | ------------------------------------------------------------------------





James Cassidy, a partner
in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000
shares of the Company's common stock. Mr. Cassidy was a promoter of the Company prior to the change of control of the Company.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.



Audit Fees



The aggregate fees
incurred for each of the last two years for professional services rendered by the independent registered public accounting firm
for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K
and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as
follows:



| |   | December 31, 2011
| | - | -----------------
| |   |                  
| | $ | 750              



Tax Fees



The Company incurred
$0 for tax related services.



All Other Fees



The Company does not
currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The
board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.



PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



There are no financial
statement schedules nor exhibits filed herewith. The exhibits filed in earlier reports and the Company's Form 10-SB are incorporated
herein by reference.











FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting
    Firm                                                          | 1   
|-------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                     |     
|Balance Sheet as of December 31, 2011                                                                                | 2   
|                                                                                                                     |     
|Statement of Operations for the Period from April 20, 2011 (Inception)
    to December 31, 2011                      | 3   
|                                                                                                                     |     
|Statement of Changes in Stockholders’ Equity for the Period
    from April 20, 2011 (Inception) to December 31, 2011 | 4   
|                                                                                                                     |     
|Statement of Cash Flows for the Period from April 20, 2011
    (Inception) to December 31, 2011                      | 5   
|                                                                                                                     |     
|Notes to Financial Statements                                                                                        | 6-11















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Greenpower International Group Ltd.



We have audited the accompanying
balance sheet of Greenpower International Group Ltd. (the "Company")(a development stage company), formerly Boxwood
Acquisition Corporation, as of December 31, 2011, and the related statements of operations, stockholders’ equity and
cash flows for the period from April 20, 2011 (Inception) through December 31, 2011. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audit.



We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2011 and the
results of its operations and its cash flows for the period from April 20, 2011 (Inception) through December 31, 2011, in conformity
with accounting principles generally accepted in the United States of America.



The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise
substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2, which includes a business combination with a target company. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Anton & Chia LLP



Newport Beach, California

March 30, 2012



1







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

BALANCE SHEET



|                                                                                                         |  | December 31, 2011 |       
|-------------------------------------------------------------------------------------------------------- |  | ----------------- | ------
|ASSETS                                                                                                   |  |                   |       
|                                                                                                         |  |                   |       
|Current assets                                                                                           |  |                   |       
|Cash                                                                                                     |  | $                 | 1,100 
|Prepaid expenses                                                                                         |  |                   | 55,000
|                                                                                                         |  |                   |       
|TOTAL ASSETS                                                                                             |  | $                 | 56,100
|                                                                                                         |  |                   |       
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     |  |                   |       
|                                                                                                         |  |                   |       
|Current Liabilities                                                                                      |  |                   |       
|Accrued Liabilities                                                                                      |  | $                 | 400   
|                                                                                                         |  |                   |       
|Total Liabilities                                                                                        |  |                   | 400   
|                                                                                                         |  |                   |       
|Stockholders' Equity                                                                                     |  |                   |       
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding                       |  | $                 | -     
|Common stock, $0.0001 par value, 500,000,000 shares authorized; 11,000,000 shares issued and outstanding |  |                   | 1,100 
|Additional paid-in capital                                                                               |  |                   | 55,750
|Accumulated deficit                                                                                      |  |                   | (1,150
|Total Stockholders' Equity                                                                               |  |                   | 55,700
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                               |  | $                 | 1,100 



The accompanying notes are an integral part
of these financial statements



2







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

STATEMENT OF OPERATIONS



|                                            |  | For the period from |           
|------------------------------------------- |  | ------------------- | ----------
|                                            |  | April 20, 2011      |           
|                                            |  | (inception) to      |           
|                                            |  | December 31, 2011   |           
|                                            |  |                     |           
|Operating expenses                          |  | $                   | 1,150     
|                                            |  |                     |           
|Net loss                                    |  | $                   | (1,150    
|                                            |  |                     |           
|Loss per share - basic and diluted          |  | $                   | (0.00     
|                                            |  |                     |           
|Weighted average shares - basic and diluted |  |                     | 17,570,000



The accompanying notes are an integral part
of these financial statements



3







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY



|                                    |  |              |             |   |         |   |        | Additional  |  |   |               |  |  | Total  |       
|----------------------------------- |  | ------------ | ----------- | - | ------- | - | ------ | ----------- |  | - | ------------- |  |  | ------ | ------
|                                    |  | Common Stock |             |   | Paid-in |   |        | Accumulated |  |   | Stockholders' | 
|                                    |  | Shares       |             |   | Amount  |   |        | Capital     |  |   | Deficit       |  |  | Equity |       
|                                    |  |              |             |   |         |   |        |             |  |   |               |  |  |        |       
|Balance, April 20, 2011 (inception) |  |              | -           |   |         | $ | -      |             |  | $ | -             |  |  | $      | -     
|                                    |  |              |             |   |         |   |        |             |  |   |               |  |  |        |       
|Shares issued for cash              |  |              | 30,500,000  |   |         |   | 3,050  |             |  |   | -             |  |  |        | -     
|Stock redemption                    |  |              | (19,500,000 | ) |         |   | (1,950 | )           |  |   | -             |  |  |        | -     
|Expenses paid by shareholders       |  |              | -           |   |         |   | -      |             |  |   | 55,750        |  |  |        | -     
|Net loss                            |  |              | -           |   |         |   | -      |             |  |   | -             |  |  |        | (1,150
|                                    |  |              |             |   |         |   |        |             |  |   |               |  |  |        |       
|Balance, December 31, 2011          |  |              | 11,000,000  |   |         | $ | 1,100  |             |  | $ | 55,750        |  |  | $      | (1,150



The accompanying notes are an integral part
of these financial statements



4







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

STATEMENT OF CASH FLOWS



|                                                       |  | For the period from         |        
|------------------------------------------------------ |  | --------------------------- | -------
|                                                       |  | April 20, 2011              |        
|                                                       |  | (inception) to Dec 31, 2011 |        
|OPERATING ACTIVITIES                                   |  |                             |        
|Net loss                                               |  | $                           | (1,150 
|Changes in operating assets and liabilities            |  |                             |        
|Accrued liabilities                                    |  |                             | 400    
|Prepaid expenses                                       |  |                             | (55,000
|                                                       |  |                             |        
|Net cash used in operating activities                  |  |                             | (55,750
|                                                       |  |                             |        
|FINANCING ACTIVITIES                                   |  |                             |        
|Proceeds from the issuance of common stock             |  |                             | 3,050  
|Redemption of common stock                             |  |                             | (1,950 
|Proceeds from stockholders' additional paid-in capital |  |                             | 55,750 
|                                                       |  |                             |        
|Net cash provided by financing activities              |  |                             | 56,850 
|                                                       |  |                             |        
|Net Increase in Cash                                   |  |                             | 1,100  
|                                                       |  |                             |        
|Cash at Beginning of Period                            |  |                             | -      
|                                                       |  |                             |        
|Cash at End of Period                                  |  | $                           | 1,100  



The accompanying notes are an integral part
of these financial statements



5







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
POLICIES



NATURE OF OPERATIONS



Greenpower International Group Ltd., formerly
Boxwood Acquisition Corporation ("Boxwood”) was incorporated under the laws of the State of Delaware on April 20, 2011
and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.
On October 28, 2011 the shareholders of Boxwood and the Board of Directors unanimously approved the change of Boxwood’s name
to Greenpower International Group Ltd. (“Greenpower” or the “Company”), increased the authorized number
of shares of common stock to 500,000,000 and filed such changes with the state of Delaware. The following events occurred which
resulted in a change of control of Boxwood: On October 28, 2011, Boxwood redeemed from its then two shareholders an aggregate of
19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of par value ($0.0001) per share for an aggregate
redemption price of $1,950; On October 28, 2011, the shareholders of the Corporation elected new directors and the existing directors
of the Corporation resigned and simultaneously, new officers were appointed; On October 31, 2011, Boxwood issued 10,500,000 shares
of common stock at par value for an aggregate of $1,050 representing 95% of the total outstanding 11,000,000 shares of common stock
to new unrelated third party investors, resulting in a change in ownership.



Greenpower has been in the developmental
stage since inception and its operations to date have been limited to issuing shares to its original shareholders. On February
10, 2012, the Company acquired Greenpower International Group Limited, a company incorporated in the British Virgin Islands (“Greenpower
BVI”) in a stock-for-stock transaction (the “Acquisition”). Pursuant to the Acquisition, the shareholders of
Greenpower BVI agreed to transfer to the Company each share of common stock of Greenpower BVI in consideration for shares of the
Company. Specifically, on February 10, 2012, the Acquisition was effected by the Company through the exchange of 10,000,000 shares
of voting common stock of the Company for all the 50,000 outstanding shares of Greenpower BVI at an exchange ratio of 200 shares
of the Company for each share of Greenpower BVI (the "Acquisition"). The Company has taken over the operations and business
plan of Greenpower BVI, which has management and voting control over Shenzhen Guoning New Energy Investment Co., Ltd, a company
formed under the laws of Guangdong, China (“Guoning”), through a variable interest entity structure.



BASIS OF PRESENTATION



The summary of significant accounting policies
presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying
notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material
respects, and have been consistently applied in preparing the accompanying financial statements.



USE OF ESTIMATES



The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting periods.  Actual results could differ from those estimates.



CONCENTRATION OF RISK



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality
banking institutions. From time to time, the Company maintains cash balances at certain institutions in excess of the Federal Deposit
Insurance Corporation limit.



6







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
POLICIES (CONTINUED)



INCOME TAXES



Under ASC 740, "Income Taxes",
deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and liabilities 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 it is more likely than not that
some or all of the deferred tax assets will not be realized.



LOSS PER COMMON SHARE



Basic loss per common shares excludes dilution
and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted loss
per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December
31, 2011 there are no outstanding dilutive securities.



FAIR VALUE OF FINANCIAL INSTRUMENTS



FASB ASC 820 "Fair Value Measurements
and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable
in the market.



These tiers include:



|· | Level 1: | defined as observable inputs such as quoted prices in active markets;                                                                 
|- | -------- | --------------------------------------------------------------------------------------------------------------------------------------
|· | Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly  observable; and                  
|· | Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.









The carrying amounts of financial assets
and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments.



NOTE 2 - GOING CONCERN



The Company has sustained net loss of $1,150
since inception of the Company on April 20, 2011. Additionally, the Company has accumulated deficit of $1,150 on December 31, 2011.
The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders
and/or other third parties.



These financial statements have been prepared
on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next
fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the
ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a
business entity for the combination of that target company with the Company.



7







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



NOTE 2 - GOING CONCERN (CONTINUED)



On February
10, 2012, the Companyeffected the acquisition of a British Virgin Islands (“BVI”) entity through a share exchange
transaction for the purpose of a business combination with a target company with operations in the People’s Republic of China
(“PRC”). See note 5 Subsequent Events.



There is no assurance that the Company
will ever be profitable. The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.



NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS



Adopted



In December 2010, the FASB issued ASU 2010-29,
Disclosure of Supplementary Pro Forma Information for Business Combinations. This proposed ASU reflects the consensus-for-exposure
in EITF Issue No. 10-G, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” The Amendments
in this proposed ASU specify that if a public entity presents comparative financial statements, the entity would disclose revenue
and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as
of the beginning of the comparable prior annual reporting period only. This ASU would also expand the supplemental pro forma disclosures
under Codification Topic 805, Business Combinations, to include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination. This proposed ASU would be effective prospectively for
business combinations that are consummated on or after the beginning of the first annual reporting period beginning on or after
December 15, 2010. Early adoption would be permitted. The adoption of this ASU did not have a material impact to our financial
statements. The new disclosures and clarifications of existing disclosures are effective now, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption
of this ASU did not have a material impact on the Company’s financial statements and related disclosures.



In September 2011, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, “Intangibles-Goodwill
and Other (Topic 350): Testing Goodwill Impairment” which is intended to simplify goodwill impairment testing by permitting
the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary
to perform the traditional two-step impairment test.  Under this update, we are not required to calculate the fair value
of our reporting units unless we conclude that it is more likely than not (likelihood of more than 50%) that the carrying value
of our reporting units is greater than the fair value of such units based on our assessment of events and circumstances.  This
update is effective for fiscal years beginning after December 15, 2011, with early adoption permitted.  We have adopted
the provisions of this update at the beginning of our fourth quarter.  The adoption of this provision did not have a
material impact on our financial statements.



Not Yet Adopted



In May 2011, the FASB issued ASU 2011-04,
“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial
Reporting Standards (IFRS) of Fair Value Measurement – Topic 820.” ASU 2011-04 is intended to provide a consistent
definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB’s intent about the application
of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement
for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim
periods beginning after December 15, 2011. The adoption of this ASU is not expected to have a material impact on our financial
statements.



8







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



NOTE 4 – STOCKHOLDER’S EQUITY



On April 25, 2011, the Company issued 20,000,000
common shares to two directors and officers for $2,000 in cash.



On October 28, 2011, the Company redeemed
from its then two shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of
$0.0001 per share for an aggregate redemption price of $1,950.



On October 28, 2011, the shareholders of
the Company elected new directors and the existing directors of the Corporation resigned and simultaneously, new officers were
appointed.



On October 31, 2011, the Company issued
10,500,000 shares of common stock to new directors and officers in order to evoke a change in ownership.



On October 28, 2011, the shareholders of
the Company and the Board of Directors unanimously approved the change of the Company’s name to Greenpower International
Group Limited, increased the authorized number of shares of common stock to 500,000,000, and filed such changes with the State
of Delaware.



NOTE 5 – SUBSEQUENT EVENTS



In preparing these financial
statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 30, 2012,
the date the financial statements were available to be issued.



On February 10, 2012, the Greenpower International
Group Limited (the "Company " or "Greenpower Delaware") effected the acquisition of Greenpower International
Group Limited, a company incorporated in the British Virgin Islands ("Greenpower BVI") through the exchange of 10,000,000
shares of voting common stock of Greenpower Delaware for all the 50,000 outstanding shares of Greenpower BVI at an exchange ratio
of 200 shares of Greenpower Delaware for each share of Greenpower BVI (the "Acquisition"). Greenpower BVI was incorporated
in the British Virgin Islands in September 2011.



As a result of the Acquisition, Greenpower
BVI has become a wholly owned subsidiary of Greenpower Delaware and Greenpower Delaware has taken over the management and control
Greenpower BVI. The Company has taken over the operations and business plan of Greenpower BVI, which has management and voting
control over Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong, China ("Guoning"),
through a variable interest entity ("VIE") structure.



At a later date in the future, Greenpower
BVI may acquire the outstanding shares of Guoning directly complete another share agreement, at which point additional shares of
the Company may be issued.



The VIE Agreements specify, among other
things, that: (1) Greenpower BVI will provide Guoning with guidance and instructions on daily operations, financial management
and employment issues; (2) Greenpower BVI shall have the right to appoint or remove Guoning’s directors and officers; (3)
Guoning will pledge its accounts receivable and of its assets to Greenpower BVI; (4) Guoning will not sell, assign, transfer or
encumber any assets or interests value at 100 RMB or more, without the written consent of Greenpower BVI; and (5) Guoning will
pay 100% of its net revenue to Greenpower BVI for each fiscal year during the term. The term of the foregoing provisions is for
100 years and may be extended at the option of Greenpower BVI for an additional 100 years. In connection with the VIE Agreements,
Guoning also granted an irrevocable power of attorney to Greenpower BVI specifying that the latter shall have full authority to
act as the former’s attorney in fact for any and all lawful purposes.



9







GREENPOWER INTERNATIONAL GROUP
LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



The VIE Agreements also grant an exclusive
option to Greenpower BVI to purchase any or all of the equity interest in Guoning at any time in next 100 years (subject to extension
for an additional 100-year term by Greenpower BVI). In addition, pursuant to the VIE Agreements, all of the shareholders of Guoning
have pledged all of their equity interests in Guoning to Greenpower BVI for a term of 100 years (subject to extension for an additional
100-year term by Greenpower BVI). Further, all of the shareholders of Guoning also executed an irrevocable proxy granting Greenpower
BVI the right to exercise all of the voting rights in Guoning in the place and stead of the Guoning shareholders. The term of the
proxy is for 100 years, subject to extension for an additional 100 years at the option of Greenpower BVI.



On February 6, 2012, in conjunction with
the VIE Agreements, each shareholder of Guoning entered into an exclusive option agreement that allows Greenpower BVI to purchase
additional shares of Guoning.



On February 6, 2012, in conjunction with
the VIE Agreements, Greenpower BVI and Guoning entered into an exclusive business cooperation agreement that provides that Greenpower
BVI shall be the exclusive service provide to Guoning and will provide complete technical support, business support and related
consulting services. In consideration for such services, Greenpower BVI is entitled to receive fees equal to 100% of the net income
of Guoning, such fees being due and payable on a monthly basis. Greenpower BVI also has exclusive and proprietary rights and interests
in all rights, ownership, interests and intellectual properties arising out of or created during the performance of the agreement,
including, but not limited to, copyrights, patents, patent applications, software, technical secrets, trade secrets and others.



On February 6, 2012, in conjunction the
exclusive business cooperation agreement and the VIE Agreements, each shareholder entered into a pledge agreement to ensure that
Guoning fully performs its obligations under the exclusive business cooperation agreement. Each shareholder pledged to Greenpower
BVI all of the shareholders’ equity interest in Guoning as security for the performance of that agreement by Guoning.



The Company may consider an alternate structure
or amendments to the VIE Agreements based on the formation of a wholly foreign owned entity in China. Such amendments would affect
Guoning and Greenpower BVI as subject entities that are involved in the VIE Agreements.



Through Guoning, the Company became an
electrical-use manager that provides light emitting diode (LED) lights, products and energy management services to customers in
the People’s Republic of China (“China” or the “PRC”). The Company's primary business objective is
to commercialize energy-saving lighting products and services. The Chinese government is sponsoring tax and other government incentives
for companies to enter into energy management contracts (“EMC”) (alternatively known as energy performance contracts
(“EPC”)). The primary products of the Company are LED lights, specifically for outdoor billboards. The primary service
of the Company is the EMC or Energy Management Contract. The Company provides customers with energy efficient and high quality
LED lighting at no cost in exchange for a contract that gives the Company a share of the Company’s energy savings.



Through Guoning, the Company has limited
operating history and has experienced losses since it started its new LED lighting business. The Company's independent auditors
have issued a report raising a substantial doubt about the Company's ability to continue as a going concern.



Through Guoning, the Company has 17 affiliate
locations (each staffed with two independent contractors) and expects to maintain 6 showroom locations to provide fixed office
locations in most provinces in China and in major cities. The Company plans to market directly to the customer without the use
of media or public disclosures. Sales are expected to be spread evenly through cities in most Chinese provinces. The Company plans
to have customers that are government, private individuals and entities. The Company is currently in the process of developing
new products, such as LED lights for tunnels, street lights and fishing boat lights (underwater). The operating headquarters of
the Company through Guoning are located in Shenzhen, Guangdong Province, China.



10







GREENPOWER INTERNATIONAL GROUP LTD.

(Formerly BOXWOOD ACQUISITION CORPORATION)

(A Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS



Through Guoning, the Company entered into
two significant customer relationships during 2011. In the EMC/EPC business, the Company received its first customer in September
2011 and entered into its first EMC/EPC customer contract at such time with Qingyuan Shangmei Creative Plan Media Ltd. Co. The
contract will expire in October 2016. The contract contemplates that the Company would install LED lights at customer locations
to establish baseline energy usage for a period of approximately 30 days. Such baseline testing has already been completed (in
June/July of 2011) and the testing indicating that the customer would experience savings of approximately 86.9% per month using
the LED lights from the test. The Company used the baseline usage number to create a plan showing the monetary amount that the
customer would be expected to save each month based on the costs noted during the testing period. Once such baseline usage number
was calculated, the parties agreed to a fixed monetary amount due to the Company during each time period in the contract, such
monetary amount to be derived based on the cost savings experienced by the customer during the testing period. The contract states,
among other things, that the fees to be paid to the Company will begin when 85% savings are achieved and then go down an absolute
5 percentage points per year over the term of the contract. In addition, the contract requires the customer to pay for installation
of the LED lights and also to compensate the Company an amount of approximately 2,200 RMB per light if the lights are stolen or
damaged by the customer. The customer is also affirmatively required by the contract to maintain the LED lights in a manner so
that they do not become damaged.



In the LED lighting segment, through Guoning,
the Company entered into an agreement with Komeri Co., Ltd. based in Japan (“Komeri”). Pursuant to the Komeri agreement,
Komeri may order various LED lighting products from Guoning, subject to specific terms regarding prices, minimum order quantities
and other customary product sale and purchase terms and conditions.



Through Guoning, in September 2011, the
Company entered into a Joint Development, Customization and Equity Allocation Contract on LED Advertising Lamp (“LED Development
Agreement”) with Dongguan Living Style Enterprises Limited (“Dongguan”). Under the LED Development Agreement,
Guoning can order product units from Dongguan and pre-agreed prices on a defined timeline of anticipated product acquisitions.
The LED Development Agreements provides that research and development expenses are spent by Dongguan. Further, Dongguan invested
to, and granted to, Guoning, with the product patent right, trademark right, software copyright and the domestic marketing exclusivity
right. In consideration, Dongguan will be granted 10 million shares in Guoning when such patent rights are received by Dongguan
and then duly available to Guoning. Dongguan is obligated to provide product maintenance for free for five years and product changes
service because of the quality issues. In the warranty period, if the equipment is faulty, because of product quality issues, it
should be changed by Dongguan without charge. If it is caused by artificial reason, Dongguan will provide services and charge for
material expense. Guoning shall prepay RMB 10 million to Dongguan in respect of production lamps to be produced. For the lamp in
this design, when Guoning’s delivery quantity exceeds 200,000 lamps, Guoning should deduct in the follow-up orders of 500,000
lamps at average (deduct RMB 20 per lamp) until the deductions from the deposit are complete.















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.



|                      |                                           | GREENPOWER INTERNATIONAL GROUP INC.
|--------------------- | ----------------------------------------- | -----------------------------------
|                      |                                           |                                    
|                      | By:                                       | /s/ Xiaoping Liu                   
|                      | President and Principal executive officer
|Dated: March 30, 2012 |                                           |                                    
|                      |                                           |                                    
|                      | By:                                       | /s/ Hui Li                         
|                      | Principal financial officer              
|                      |                                           |                                    
|Dated: March 30, 2012 |                                           |                                    



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|NAME             | OFFICE   | DATE          
|---------------- | -------- | --------------
|                 |          |               
|/s/ Xiaoping Liu | Director | March 30, 2012
|                 |          |               
|/s/ Yong Luo     | Director | March 30, 2012
|                 |          |               
|/s/ Jiong Zhang  | Director | March 30, 2012