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, 2012
| |  | -------------------------------------------



| |  ̈ | 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)  |                                     



1311 South Bromley Avenue

West Covina, California 91790








(Address of principal executive offices)
(zip code)



Registrant's telephone number,
including area code:    312/622-7670



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 April 1, 2013
| | ------------------------------- | ----------------------------
| |                                 |                             
| | Common Stock, par value $0.0001 | 21,000,000 shares           











Documents incorporated by reference:



In February 2012 the
Registrant filed, pursuant to the Securities Act of 1933, a registration statement on Form S-1 and an amendment to such registration
statement in January 2013 for the sale of up to 11,000,000 shares of its common stock by the holders thereof and simultaneously
filed, pursuant to the Securities Exchange Act of 1934, a Report on Form 8-K and amendments to such report in January and February,
2013. Information contained in those filings may contain additional information and is incorporated by reference herein.



PART I

|ITEM 1. | BUSINESS
|------- | --------



History



Greenpower International
Group Limited (the "Company" or the "Registratrant")(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 pursuant to such Act.



On February 10, 2012,
the Company effected the acquisition of Greenpower International Group Limited of the British Virgin Islands ("Greenpower
BVI") through the exchange of 10,000,000 shares of the Company's common stock for all the outstanding shares of Greenpower
BVI (50,000 shares) (the "Acquisition") by which Greenpower BVI became a wholly-owned subsidiary of the Company. Greenpower
BVI was incorporated in the British Virgin Islands on September 16, 2011.



Prior to the Acquisition,
Greenpower Delaware had no ongoing business or operations and was established for the purpose of completing a business combination
with a target company, such as Greenpower BVI.



Through contractual
arrangements, Greenpower BVI has management and voting control of Shenzhen Guoning New Energy Investment Co., Ltd, an operating
company formed under the laws of Guangdong, China (“Guoning”), through a variable investment entity structure. By virtue
of the Acquisition, the Company has management and voting control of Guoning and the operations of the Company and its business
are conducted through Guoning. The Company does not, however, own the equity of Guoning, and instead exercises its control in Guoning
through the variable investment entity structure involving Greenpower BVI.



Other than through
its relationship with Guoning, the Company has no material assets or revenues.



2







Business and Operations



At December 31, 2012,
the Company had sustained operating losses of $2,071,715. The Company's auditors have issued a report raising substantial doubt
about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on management's
ability to develop profitable operations and/or obtain additional financial from its stockholders or third parties. The consolidated
financial statements included in this Report, assume that the Company will continue as a going concern.



The Company (through
Guoning with which the Company has a contractual relationship) is in the business of energy management with the primary objective
of commercializing energy-saving lighting products and services, primarily in China. The Chinese government is sponsoring tax and
other government incentives for companies to enter into energy management contracts (“EMC”). The Company has availed
itself of these benefits beginning in 2012. The Company receives two major tax benefits: (1) For the first three years, 100% waiver
of all business enterprise income taxes for income generated from the EMC business. For the following three years, this waiver
will be 50% of all enterprise business income taxes for income generated from the EMC business. (2) No circulation tax (including
value-added tax and business tax) in operating the EMC business line. In a typical EMC agreement, an industrial business or large
user of electricity hires a company to manage their electrical use.



The Company presently
focuses on entering into EMCs with outdoor advertising (billboard) companies, particularly pillar billboard lighting, essentially
replacing the traditional lights on the outdoor advertising with LED lights. The Company (through Guoning) receives a share of
the reduction in the electrical bill received by the customer. The Company (through Guoning) also sells LED lights to consumers
and businesses via direct sales or wholesale to other retailers.



The Company’s
LED business model focuses essentially on energy performance sharing via replacing customers’ current illumination equipment
with energy efficient LED lights and charges based on an agreed percentage of monthly utility bills saved. The Company provides
customers with LED lights free-of-charge in exchange for entering into five-year or six-year EMC contracts whereby the Company
will be entitled to a percentage of the energy savings achieved by the customer on a decreasing scale year–over-year. In
the first year, the Company will typically receive 85% of the energy savings, with its share thereafter decreasing by five percentage
points (5%) each year over the following four or five years.



In addition to the
EMC contract business, the Company serves as a distributor of LED bulbs and light sets. To date, the Company’s LED product
sales have generated revenue for the Company and such future revenue may exceed the Company’s EMC revenue over the short
term. The Company, through Greenpower BVI, may enter into additional LED sales contracts for sales outside of China.



3







The Company entered
into its first contract for EMC services in 2011 and at the time of this Report has not completed its performance under such contract.
During 2012, the Company entered into 75 EMC contracts. The Company is marketing its EMC services to smaller customers and anticipates
that such market will result with continuous orders by those customers for lighting products.



The Company has also
begun to bid on EMC contracts that are outside the billboard lighting marketplace. In addition, the Company has only recently begun
to enter into LED product sales contracts. Both the EMC and the LED business lines are still unproven and the Company is a new
entrant to both markets. Moreover, the EMC service model is a new concept that was just recently introduced to the marketplace,
and accordingly, this market has limited history and no long-term track record. 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 Company plans to
expand its presence in the market with branch offices and distributorships. The Company anticipates that additional offices will
add to the direct sales of LED lights as well as promoting the EMC business.



Guoning has established
a branch office structure in order to develop and encourage contractor partners to provide timely and comprehensive services to
localized customers in order to promote Guoning.



The Company has 15
branch locations. The Company has entered into written agreements with 17 regional distributors to provide showrooms, six of which
have set up the actual showroom locations. All distributorships and the showrooms have entered into written contractual agreements
with Guoning to act in their respective capacities.



Based on arrangements
with the showrooms (which the Company entered through Guoning), the showrooms are proposed for several core functions, including:
(a) offering a unique experience of high-end technology products to customers who run businesses involved in energy conservation;
and (b) product marketing (i.e. users can experience products from Guoning directly to see the effects of energy conservation).
Guoning authorizes use of the Company’s logo(s) and insignia, and that the showrooms manage products from Guoning. Further,
the showrooms are expected to be responsible for their own respective management, financial affairs and operations. The showroom
agents are expected to purchase products from Guoning directly and then sell these products in order to make a profit and/or sell
products of Guoning on a traditional commission-based arrangement. The Company undertakes comprehensive training in the showrooms.



Guoning opens branch
offices based on marketing conditions that it perceives to be beneficial for its business combined with the need for Guoning to
efficiently develop its business across China. Opening branch offices allows Guoning an efficient means to enter regional markets
by working in cooperation with local individuals that are more familiar with the regional conditions (e.g. geography, marketing,
etc.).



4







The Company plans to
market directly to the customer without substantial use of traditional media or advertising campaigns. The Company plans to reach
target customers directly through limited, targeted media activities. For example, recently, Guoning released a promotion in a
major media magazine in China to reach significant expressway customers that are likely to read this publication. In addition,
Guoning was a title sponsor of the World Miss Pageant Conference in China. The Company also plans other targeted advertising and
media blitzes that are likely to directly reach target customers for the Company’s products.



Products



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.



The Company customizes
high-power LED floodlights for the outdoor advertisement lighting market. Compared to products of the same category, the advantages
of the Company’s LED projector are the following:



| | · | Better heat elimination. Al-Mg alloy heat elimination technology is used to keep working temperatures
low, which could reduce heat impact on related electronics, less lumen and longer product life.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Better sealing: New sealing technologies are applied and fulfill the requirement of precision equipment.
| | - | --------------------------------------------------------------------------------------------------------



| | · | Better lighting: latest lens technology is used to control projection range, which reduces lighting
inefficiency and improves illumination and uniformity.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Better coloring: the color rendering index reaches above 80 for the Company’s advertising
projector, providing better coloring.
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | Better stability: core equipment white LED lamp are supplied by Cree America, therefore the product
performance is stable.
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | Better power saving: Guoning LED floodlight uses 66W to replace 400W (real power consumption 460W)
lamp. Most of the LED floodlights in the market use 110W lamp, hence the Company’s LED floodlight is the best power saving
projector in the market.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company’s
Guoning ‘Ouruishi” series LED lighting product offers several product features. There are 9 categories and 30 types
of LED lighting products from ‘Ouruishi’ series product line, such as LED sensor lamp, human sensor swift, LED scenery
lamp, LED daylight lap, sensory halogen lamp, sensory scenery lamp, LED sensory night lamp, LED sensory lamp, LED high power projector.



5







Guoning ‘Ouruishi’
series of lighting products use imported LED lighting source, and have qualities such as no UV, no infrared, no radiation, soft
lighting effect, no strobe, frequent starting, and are a green environmental friendly lighting source. In addition, such series
of lighting products have qualities such as strong anti-shock, anti-dust, low power consumption, low voltage, low heat, low lighting
temperature, and safe to use. The LED lighting belongs to a solid lighting source, epoxy resin sealed, fixed lighting component,
without problems of filament burning, heat deposit, and declined lumen. Its lighting time could reach 30,000 to 50,000 hours, which
is 30 times of normal lamp, equals to non-stoppable lighting time above 3 years.



The compared performance
between the Company’s LED floodlight and products from same category and 400 watt metal are as follows (with same lighting
effect): The time to start the LED light is only a few seconds, whereas the 400W large facility usually requires several minutes.
The LED product has lower power driven, low power consumption (single tube 0.05W), higher lighting efficiency (98%). LED lamp conserves
60%-80% of energy than traditional lamp, and it is easier to install and durable. It could work under any situation and environment.
Also, the lighting stays within range whereas with bigger lamps it is dispersed, wasting light.



The Company attempts
to ensure that each product fully complies with the quality requirements before reaching the marketplace through strict testing
and experiment by its laboratory specialized team and technical personnel. Guoning also sends formal listed products over to the
national testing institutions (China quality authentication center) to assess various technical parameters and ensure that the
applied products conform to the state standards. Guoning also ensures quality supervision of the purchasing process by conducting
third party supervision – notably, Guoning asks manufacturers to provide comprehensive inspection reports issued by inspection
agency, include inspection of parts, qualifications of former supply chain and quality certificates. In addition, the technical
team from Guoning strictly supervises production according to the cooperation agreement in place with the third party. With respect
to procurement procedures of raw materials, Guoning and manufacturers have strict quality assurance agreements, and the quality
of products and its components are indentified by institution of authentication.



Variable Investment Entity



The Company employed
a variable investment entity (“VIE”) structure with Guoning. The VIE structure has the benefit of decreased operational
costs and more flexibility in business. Without the VIE structure, Guoning would have substantially increased operating costs.
For example, the Company would need to relocate its operations to an area designated for Foreign Owned Companies and the rents
in those locations are substantially more expensive. In addition, such a designation would have included Guoning’s branch
office locations as well. Further, employee costs, license costs and tax costs would also be increased substantially without use
of a VIE structure. The Company believes that it would simply be at a competitive disadvantage if it did not employ the VIE structure
with Guoning.



6







Variable Investment Entity Structure



The Variable Investment
Entity Structure (the “VIE Structure”) is commonly used by Chinese companies that encounter legal prohibitions on foreign
ownership of their businesses. Currently, the Company is not aware of any prohibition under applicable PRC law that precludes the
Company from using a direct ownership (e.g. as a wholly owned subsidiary of Greenpower Delaware) structure with Guoning. The Company
has nevertheless elected to use and maintain the VIE Structure in organizing its business and overall corporate structure.



The services fees that
Guoning will pay to Greenpower BVI are calculated under the following method: Guoning provides the Company a monthly financial
statement which is then reviewed and verified by the Company. If Guoning shows a net income loss for the month, then no monthly
service fee is paid. If Guoning shows a net income gain/profit, then that income/profit will be paid to the Company. To date, no
money has been paid to the Company. For the purposes of calculating whether Guoning made a profit or a loss, US GAAP standards
are being used.



On October 26, 2011,
the shareholders of Guoning entered into a set of variable investment entity agreements (“VIE Agreements”) with Greenpower
BVI. 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 all 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.



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. The pledge agreements have been registered with the proper PRC Authorities, and an “Enterprise Shares
Pledge Notice” was issued by the Shenzen Market Supervisory Authority.



7







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 provider 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. Pursuant to the exclusive business cooperation
agreement, 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 with the VIE Agreements, each shareholder of Guoning entered into an exclusive option agreement that allows Greenpower
BVI to purchase additional shares of Guoning. Greenpower BVI paid 10 RMB to each shareholder for the option to purchase such shareholder’s
equity interest in Guoning. Subject to Chinese laws and regulations, Greenpower BVI may exercise the option upon written notice
to the shareholder. Unless an appraisal is required by applicable Chinese law, the purchase price of the interests shall be RMB
1.00 or the lowest price allowed by applicable laws and regulations. Greenpower BVI may elect to make payment for any equity interest
(upon option exercise) by cancelling any outstanding loan amount owed by the applicable shareholder to Greenpower BVI. The exclusive
option agreement is effective for 10 years, and may be renewed at the election of Greenpower BVI.



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.



On February 6, 2012,
in conjunction with the above-referenced agreements, each shareholder also entered into a power of attorney granting Greenpower
BVI the right to act on behalf of the shareholder as the shareholder’s agent and attorney with respect to all matters concerning
the shareholder’s shares in Guoning, including (without limitation) to: attend shareholders’ meetings of Guoning, exercise
all of the shareholder’s rights (including voting rights) in Guoning, and designating and appointing the executive director,
supervisor, the chief executive officer and other senior management members of Guoning.



The Company is considering
an alternate structure or amendments to the VIE Agreements based on the formation of a wholly foreign owned entity (“WFOE”)
in China. This WFOE has been formed in Hong Kong and is in the process of obtaining authorization. The WFOE would be 100% equity
owned by Greenpower BVI. Such alternate structure or amendments would affect Guoning and Greenpower BVI as subject entities that
are involved in the VIE Agreements.



8







The purpose and effect
of the VIE Agreements is to provide Greenpower BVI (which was acquired by the Company) with all of the management and control of
Guoning. While Greenpower BVI does not actually own at present all of the equity and shares in Guoning, the purpose and effect
of the VIE Agreements is to instill in Greenpower BVI total management and voting control of Guoning for all material purposes.



The Company’s
structure related to Guoning was instituted as a method of containing costs and to provide the Company with options to possibly
conduct business in those fields where there is foreign ownership restrictions currently or in the future. The Company has analyzed
that its operating expenses (General & Administrative / Sales & Marketing) for the Company would be two to three times
greater operating under a direct equity subsidiary structure verses a contractual arrangement with Guoning. The increased operating
expense in a direct equity subsidiary structure was determined to represent a less favorable economic model for the Company’s
overall success.



Employees



As of the date of this
report, the two executive officers of the Company are its only employees.



Guoning has approximately
70 employees across its organization, in sales and marketing, service, finance and strategic development.



Each employee is full-time
and receives a monthly salary and other benefits (as are required pursuant to applicable Chinese law). All employees are provided
access to Company health plans, 401(k)-type endowment plans, unemployment insurance provisions and housing allowances, as is required
in each instance by applicable Chinese law. In addition, certain employees receive group life insurance benefits through the Company.



Key officers of Guoning
also have full-time written employment agreements in effect that govern their employment relationship with Guoning.



Guoning also has over
15 independent distributors who have been engaged to provide services at various locations. The distributors are typically charged
with sales and marketing activities and may earn commissions for their efforts.



Subsidiaries



Greenpower BVI is a
wholly owned subsidiary of the Company. The Company has no other subsidiaries, except that Guoning has been consolidated for purposes
of the Company’s accounting. Greenpower BVI has management and voting control over Guoning, which comprises the core operations
of the Company.



9







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 West Covina, California.



The operating headquarters
of the Company through Guoning are located in Shenzhen, Guangdong Province, China. The Company has entered into a three-year lease
for approximately 5,000 square feet of office at a cost of approximately 20,000 RMB per month. Currently, approximately 50 employees
work from such location.



Guoning also leases
an office/warehouse consisting of approximately 3,000 square feet. This facility normally has three employees and is used to store
promotional material and temporary storage of products for local delivery. The lease cost of this facility is approximately 1,500
RMB per month.



Guoning also has 15
branch offices that are typically leased office spaces of approximately 100 square meters staffed with employees. These branch
offices are located in the following provinces: Guangdong, Guizhou, Hainan, Hunan, Jiangsu, Shandong, Shanxi, Sichuan, Hubei, Fujian,
Guangxi, Zhajing, Jiangri, Auhui, Hunan and Shanxi.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



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



10







|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 is authorized
to issue 500,000,000 shares of common stock, par value $0.0001, of which 21,000,000 shares are outstanding as of the date of this
Report. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which no shares were
outstanding as of the date of this Report.



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.



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 pursuant to such Act.



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.



11







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.



On January 3, 2013,
the Company cancelled 1,300,000 shares of common stock that were previously issued to Lili Bell. On January 3, 2013, the Company
issued 1,300,000 shares of common stock to Jiong Zhang.



|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
|------- | -------------------------------------------------------------------------------------



The following discussion
and analysis of financial condition and results of operations, relating to the audited consolidated financial statements of the
Company for the fiscal year ended December 31, 2012 and 2011, should be read in conjunction with the consolidated financial statements,
including the related notes, appearing in Item 8 of this Annual Report on Form 10-K. Those statements in the following discussion
that are not historical in nature should be considered to be forward looking statements that are inherently uncertain. Actual results
and the timing of the events may differ materially from those contained in these forward looking statements due to a number of
factors, including those discussed in the “Cautionary Note on Forward Looking Statements” set forth elsewhere in this
Annual Report.



Forward-Looking Statements



Certain statements
made in this Report are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform
Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown
risks, uncertainties, and other factors that may cause actual results, performance, or achievements of Greenpower International
Group Limited ("we", "us", "our," or the "Company") to be materially different from any
future results, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements
included herein are based on current beliefs, assumptions, and expectations, and are subject to numerous risks and uncertainties.
The Company's plans and objectives are based, in part, on assumptions of the continuing expansion of business. Assumptions relating
to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, and
future business decisions, all of which are difficult or impossible to predict accurately, and many of which are beyond the control
of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, it cannot
guarantee future results, levels of activity, performance, or achievements. These forward-looking statements are made as of the
date of this report, and the Company assumes no obligation to update these forward-looking statements whether as a result of new
information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties,
the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those
discussed in the forward-looking statements.



12







Overview



Greenpower International
Group Limited (the "Company", "we", "our"), 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. 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. The Company has transitioned
from a development stage company to a commercialized entity. The Company has developed several revenue sources and is seeking to
expand upon those sources going forward.



On February 10, 2012,
the Company effected the acquisition of Greenpower International Group Limited of British Virgin Islands (“Greenpower BVI”)
through the exchange of 10,000,000 shares of voting common stock of 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"). Greenpower
BVI was incorporated in the British Virgin Islands on September 16, 2011. As a result of 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, an operating Chinese company that serves as an electrical-use manager and LED lights distributor in China
(“Guoning”), through a variable investment entity ("VIE") structure pursuant to contractual agreements dated
October 26, 2011 and subsequently strengthened in February 2012.



The Company is in the
business of energy management, with the primary objective of commercializing highly efficient energy-saving LED lighting products
and services. The Chinese government is sponsoring tax and other government incentives for companies to enter into energy management
contracts (“EMC”). A typical EMC is an agreement whereby an industrial business or large user of electricity hires
a company to manage their electrical use. The Company presently focuses on entering into EMCs with outdoor advertising (billboard)
companies, essentially replacing the traditional lights on the outdoor advertising with LED lights. The Company receives a share
of the reduction in the electrical bill received by the customer. A total of 76 agreements have been entered into as of the date
hereof and physical property has been purchased, designed and installed in regard to such business. Further, these contracts are
delivering the contractually agreed upon lease payments and income to the Company. Furthermore, the Company also sells LED bulbs
and light sets to consumers and businesses via direct sales or wholesale to other retailers and distributors.



13







The Company entered
into its first contract for EMC services in 2011, and has started its performance under such contract. During fiscal year 2012,
the Company has successfully added many other EMC contracts, and as of the date of this Report has approximately 80 EMC agreements
in effect. Moreover, the Company believes that since the EMC service contract model is a new concept that was just recently introduced
to the marketplace, the market has limited history and no long-term track record on which to base its performance.



Critical Accounting Policies and Estimates



While the Company's
significant accounting policies are more fully described in Note 2 of its financial statements under the Financial Statements section
“Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES”, the Company believes that the following accounting policies are
the most critical in fully understanding and evaluating this discussion and analysis:



Use of estimates -
Management's discussion and analysis of the Company's financial condition and results of operations are based on the financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).
The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, the Company evaluates
estimates and assumptions. The Company bases estimates on historical experience and various other factors that it believes are
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.



Revenue recognition- The Company recognizes revenue in accordance with FASB ASC No. 605 from product sales or services rendered when the following
four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have
been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Returns and exchanges require
approval from senior management and are on a case-by-case basis. We review and estimate the rates of return and exchange based
on historical data and customer specific experience. Historically, returns and exchanges have been insignificant. The majority
of our revenues are derived from three sources. Our revenue recognition policies vary based upon these revenue sources:



Sales of products
- Most of the Company's products are shipped directly to the customer at FOB Destination. Revenue is recognized when product is
delivered to the customer, when all delivery documents have been signed by the receiving customer, and ownership has passed to
the customer. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.



14







Investment in direct
financing lease The Company’s leasing operations consist primarily of leasing LED lights in connection with our EMC business.
The LED lights are leased under five to six year direct finance leases. The Company uses the direct financing method of accounting
to record income from direct financing leases. At the inception of the leases, the Company records the net investment in leases,
which consists of the sum of the minimum lease payments, initial direct costs, and unguaranteed residual value (gross investment)
less the unearned income. The difference between the gross investment and the cost of the leased equipment is recorded as unearned
income at the inception of the lease.



Revenue for direct
financing leases is recognized as the unearned income is amortized over the life of the lease using the effective interest method.
The amortization of unearned income is a component of lease revenue in our consolidated statements of operations. We review our
direct financing lease arrangements for credit risk. Such review includes consideration of the credit rating and financial position
of the lessee. Generally, when a lease is more than 90 days delinquent (when more than three monthly payments are owed), the lease
is classified as being on non-accrual and the Company stops recognizing leasing income on that date. Payments received on leases
in non-accrual status generally reduce the lease receivable. Leases on non-accrual status remain classified as such until there
is sustained payment performance that, in our judgment, would indicate that all contractual amounts will be collected in full.



The Company defers
initial direct costs incurred to originate leases in accordance with applicable accounting guidance. The initial direct costs deferred
are part of the investment in leasing operations and are amortized to leasing income using the interest method. Initial direct
costs include commissions and costs associated with credit evaluation, recording guarantees and other security arrangements, documentation
and transaction closing. Residual values reflect the estimated amounts to be received at lease termination from lease extensions,
sales or other dispositions of leased equipment. The leased equipment residual values are based on management’s best estimate.



CommissionFrom
time to time the Company facilitates the sale of products to markets both inside and outside of China. As such, the Company recognizes
contractually agreed revenue based upon the delivery of products to an end user customer. Revenue from these types of agreements
is recognized when the transaction is substantially finished and upon receipt of the commission payment, net of any related cost.



Inventory-
Inventory is stated at the lower of cost or market. Cost is determined on a weighted average basis. The Company estimates net realizable
value based on intended use, current market value and inventory aging analyses. The Company writes down the inventory for estimated
obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated market value
based upon assumptions about future demand and market conditions. Inventory inherited from the prior entity of Guoning was fully
reserved in the prior year.



15







Foreign currency
translation - The reporting currency is the U.S. dollar. The functional currency of Guoning is the local currency, Renminbi
(“RMB”). For consolidation purposes, the financial statements of Guoning are translated into United States dollars
(“USD”) in accordance with ASC 830, Foreign Currency Matters, using year-end rates of exchange for assets and liabilities,
and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments
resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining
comprehensive income. The exchange rates in effect as of December 31, 2012 and 2011 were RMB 1.00 for USD $0.1605 and USD $0.1589,
respectively. The average exchange rates for the year and the period from September 16, 2011 (inception) through December 31, 2011
were RMB 1.00 for USD $0.1585 and USD $0.1547, respectively. At December 31, 2012 and 2011, the cumulative translation adjustment
of $12,635 and $31,688, respectively, was classified as an item of accumulated other comprehensive income in the stockholders’
equity section of the consolidated balance sheets. There was no significant fluctuation in the exchange rate for the conversion
of RMB to USD after the balance sheet date.



Recent Accounting Policies



See Note 3 of our financial
statements that describe the impact, if any, from the adoption of Recent Accounting Pronouncements.



Results of Operations and Financial
Condition



Comparison of the Fiscal Year Ended
December 31, 2012 to December 31, 2011



Net revenue for the
year ending December 31, 2012 was $708,913 compared with $34,483 for the period from September 16, 2011 (Inception) through December
31, 2011. The increase in net revenue of approximately $674,000 or 1956% is a result of the Company’s development and expansion
of its business in the market since inception in late 2011. Cost of revenue for the year ended December 31, 2012 was $233,279,
compared to $14,687 for the period ended December 31, 2011. All costs are relevant to sales of light products.



Selling expenses for
the year ending December 31, 2012 and the period from September 16, 2011 (Inception) through December 31, 2011 were $713,609 and
$34,801, respectively. The significant increase of approximately $679,000 or 1951% in selling expense was primarily due to the
Company’s investment in expansion of the market. General and administrative expenses for the reporting period in fiscal 2012
and 2011 were $1,425,182 and $385,587, respectively, an increase of approximately $1,040,000 or 270%. The main reason for the increase
was attributable to the Company’s business development and the commitment to its EMC contracts, which required an increase
in personnel expenses, in addition to increased costs to maintain a public reporting company.



16







Net investment in direct
financing leases as of December 31, 2012 and 2011 was $538,435 and $71,119, respectively. This increase is due to a growth in the
number of EMC contracts. Inventory net of obsolescence reserve went up from $83,144 as of December 31, 2011 to $569,207 as of December
31, 2012. This change mainly came from LED bulbs and light sets inventory purchased for stock sales and the new EMC contracts initiated
in 2012, and was funded primarily by the change in accounts payable, notes payable to related parties, and short term borrowings.
Accounts payable as of December 31, 2012 and 2011 was $617,656 and $17,852, respectively; notes payable to related party and short
term borrowings was $432,577 and $844,604 as of December 31, 2012, respectively, and were both zero at December 31, 2011.



Liquidity and Capital Resources



The Company's cash and cash equivalents
were $37,037 as of December 31, 2012, compared to $76,850 as of December 31, 2011, a decrease of approximately $40,000 or 52%.
The main reason for the decrease was due to the increase in outflow of net cash used in operating activities during fiscal 2012.
A summary of cash flows for the reporting period of fiscal 2012 and 2011 is as follows:



|                                          |  |                    |            |   | From September 16, 2011 |  
|----------------------------------------- |  | ------------------ | ---------- | - | ----------------------- | -
|                                          |  | For the Year Ended |            |   | (Inception) to          |  
|                                          |  | December 31, 2012  |            |   | December 31, 2011       |  
|                                          |  |                    |            |   |                         |  
|Operating activities                      |  | $                  | (1,756,802 | ) |                         | $
|Investing activities                      |  |                    | (5,470     | ) |                         |  
|Financing activities                      |  |                    | 1,721,485  |   |                         |  
|Effect of change in exchange rate on cash |  |                    | 974        |   |                         |  
|Net change in cash during the period      |  | $                  | (39,813    | ) |                         | $



Cash flows used in
operating activities were $1,756,802 during 2012, as compared to $1,265,155 in the prior year. The increase of approximately $492,000
or 39% in the use of cash was resulted from the increased losses from operations and changes in operating assets and liabilities,
primarily from the purchase of inventory and an increase in lease payment receivable and unearned income. As discussed the above,
we incurred significant operating expenditures in selling and general and administrative expense since inception in 2011 for the
Company’s business development and the commitment to its EMC contracts, which required an increase in personnel expenses,
in addition to increased costs to maintain a public reporting company.



Cash used in investing
activities was $5,470 for the year ended December 31, 2012, as compared to $67,410 during the period from Inception to December
31, 2011. Cash flows in investing activities came from purchase and disposal of equipment during each period.



Cash flows provided
by financing activities were $1,721,485 in 2012, compared to $301,677 used in the prior year. Our financing in 2012 came from capital
contributions, notes payable to related parties, and short term borrowings. See Note 9 and 11 of the Notes to the Consolidated
Financial Statements.



17







As of December 31,
2012, we had working capital deficit of approximately $1,519,000. Since December 31, 2011, our working capital has continued to
decline as a result of continuing losses from operations. In order to maintain our current level of operations, we will require
additional working capital from either cash flow from operations or from the sale of our equity or debt securities. If we are unable
to acquire additional working capital, we will be required to significantly reduce our current level of operations. The report
of our independent registered public accounting firm for the fiscal year ended December 31, 2012 states that due to our losses
from operations and lack of working capital there is substantial doubt about our ability to continue as a going concern.



The Company expects
to generate additional revenues through its EMC business model. Together with revenue from LED bulbs and light set sales, as well
as commission income, the Company expects to provide increased liquidity. The Company expects to review strategic partnerships
and additional sources of financing as part of the solution for increased liquidity. However, there can be no guarantees that such
funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms,
we may be unable to continue our business as desired and operating results will be adversely affected.



Commitment – Issuance of Common
Stock



Pursuant to a Joint
Development, Customization and Equity Allocation Contract on LED Advertising Lamp (“Agreement”) with one supplier,
dated September 25, 2011, the Company is obligated to grant up to 10 million shares, prorated based on the total outstanding common
shares of the Company (of a 2% ratio, 10,000,000 of the 500,000,000 authorized), two officers of the supplier for all product
patent rights, trademark rights, software copyright and the domestic marketing exclusivity rights applied by the supplier and subsequently
granted to Guoning. In November 2012, the supplier transferred those 12 approved patents to Guoning. Since there are 21,000,000
shares of common stock currently outstanding, the Company is obligated to issue 420,000 shares to the supplier. The Chairman of
the Company will transfer his existing shares to the supplier instead of the Company issuing new shares. The Company estimates
that the transfer/issuance of shares would tentatively occur near the end of 2013. See Note 7 of the Notes to the Consolidated
Financial Statements.



Contractual Obligations and Off-balance
Sheet Arrangements



Contractual Obligations



As a "smaller
reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by
this Item.



18







Off-balance Sheet Arrangements



The Company has no
off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is deemed by our management to be material to investors.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



The consolidated financial
statements for the year ended December 31, 2012 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, 2012, 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, 2012, 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.



19







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



The Company has 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,
2012, the directors and officers of the Company are as follows:



The following table
sets forth information regarding the members of the Company’s board of directors and its executive officers. Listed below
are certain key members of the Guoning management team:



|Name         |  | Age |  | Position                             |  | Year Commenced
|------------ |  | --- |  | ------------------------------------ |  | --------------
|             |  |     |  |                                      |  |               
|Jiong Zhang  |  | 45  |  | Chairman of the Board                |  | 2011          
|Yong Luo     |  | 50  |  | Director                             |  | 2011          
|Xiaoping Liu |  | 50  |  | Chief Executive Officer and Director |  | 2011          
|Hui Li       |  | 46  |  | Chief Financial Officer              |  |               
|Mu Qing Wang |  | 51  |  | Chief Supervisor of Guoning          |  |               
|Ling Yu Zhou |  | 36  |  | Supervisor, Guoning Research         |  |               
|Jiang Li Wu  |  | 35  |  | Financial Manager of Guoning         |  |               



Jiong Zhangserves
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 currently has no involvement or association with Muren). 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.



20







Yong Luoserves
as a member of the Board of Directors of the Company, and was formerly 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 Liuserves
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.



Hui Liserves
as the Chief Financial Officer of the Company. Prior to that, she was the Manager of Finance at Shenzhen Huali Pharmaceutical Co.,
Ltd. during 2006 to 2011. Previously, from 1996 to 2006, she was with Shenzhen Tongren, a public accounting firm, as the audit
project manager, who is charged with audit planning, on-site audit process control and audit report issuance. Formerly, Ms. Li
was with Hainan Sanya Hexi Urban Credit Cooperatives as a Manager of the Financial Department during 1993 to 1996. Prior to that,
from 1989 to 1993, she worked as an accountant at Hunan Xiangtan Bureau of Grain. Ms. Li graduated from Hunan Institute of Finance
and Economics in 1989, has a Bachelor degree of Economics, and obtained CPA in China in 1994. Ms. Li has limited experience with
U.S. GAAP, and therefore, the Company must rely on consultants and other outside experts in order to ensure compliance with U.S.
GAAP issues.



Mu Qing Wangserves
as Chief Supervisor of Guoning, in charge of strategic planning and management of the Company. He is also currently the Director
of Chinese Region of Asian industry fund center (Hong Kong) and chief research analyst and editor of Industry Intelligence. He
has thirty years of work experience among various fields in software development, high-tech product trading, management consultancy
(strategic management, membership service), capital operation and industry education. He was graduated from Beijing University,
majoring in technology information.





Ling Yu Zhouserves
as Supervisor of the Guoning Research team. His key responsibility is to maintain the leadership in technology and ensure the establishment
of product quality management system. He previously worked in core technology development for LED Lamp for General Electrics. He
performed substantial experiences in LED technology and research, mastered advanced LED product information, and managed to tackle
several technology research topics. He obtained his doctorate degree in electronics commerce research from Business School of Chinese
University of Hong Kong, and master degree in engineering from Taiwan University.



21







Jiang Li Wuserves
as Financial Manager of Guoning, and is in charge of corporate financial management. She has comprehensive knowledge in financial
management and is experienced in accounting practices, financial and taxation regulations, financial analysis and financial planning,
and budget planning and cost control model building.



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.



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 intends to adopt a Code of Ethics
to provide a manner of conduct. The Company anticipates that at the time the Company completes its initial public offering of securities,
it will adopt such a code.



Corporate Governance



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
may propose creating committees of its board of directors, including both a nominating and an audit committee, in the future.



22







|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Remuneration of Officers: Summary Compensation
Table



|                        |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  | NonEquity |  |   | Nonqualified   |  |  |           |  |  |       |  
|----------------------- |  | ---- | ---- |  | ------ | - | ------ | ----- |  |  | ------ |  |  | ------ | - |  | --------- |  | - | -------------- |  |  | --------- |  |  | ----- | -
|                        |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  | Incentive |  |   | Deferred       |  |  | All Other |  |  |       |  
|                        |  |      |      |  |        |   |        |       |  |  | Stock  |  |  | Option |   |  | Plan Com- |  |   | Compensa-      |  |  | Compen-   |  |  |       |  
|Name and Principal      |  | Year |      |  | Salary |   |        | Bonus |  |  | Awards |  |  | Awards |   |  | pensation |  |   | -tion Earnings |  |  | sation    |  |  | Total |  
|Jiong Zhang             |  |      | 2012 |  |        | $ | 57,059 |       |  |  | 0      |  |  |        | 0 |  |           |  | 0 |                |  |  | 0         |  |  |       | 0
|Chairman of the Board   |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|                        |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|Xiaoping Liu            |  |      | 2012 |  |        | $ | 57,059 |       |  |  | 0      |  |  |        | 0 |  |           |  | 0 |                |  |  | 0         |  |  |       | 0
|Chief Executive Officer |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|                        |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|Hui Li                  |  |      | 2012 |  |        | $ | 16,167 |       |  |  | 0      |  |  |        | 0 |  |           |  | 0 |                |  |  | 0         |  |  |       | 0
|Chief Financial Officer |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|                        |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  
|Yong Luo                |  |      | 2012 |  |        | $ | 57,059 |       |  |  | 0      |  |  |        | 0 |  |           |  | 0 |                |  |  | 0         |  |  |       | 0
|Director                |  |      |      |  |        |   |        |       |  |  |        |  |  |        |   |  |           |  |   |                |  |  |           |  |  |       |  



23







Description of Compensation Table



The data presented
above is presented as of December 31, 2012 with respect to officers of the Company based on their roles at Guoning. The Board may
allocate salaries and benefits to the officers in its sole discretion, subject to applicable employment agreements with the respective
officers. No such person is subject to a compensation plan or arrangement that results from resignation, retirement, or any other
termination of employment with Greenpower Delaware or from a change in control of Greenpower Delaware or a change in responsibilities
following a change in control. The members of the Board may receive, if the Board so decides, a fixed fee and reimbursement of
expenses, for attendance at each regular or special meeting of the Board, although no such program has been adopted to date.



Employment Agreements



Greenpower Delaware
does not have any outstanding employment agreements with its officers or employees.



Guoning has entered
into employment agreements with certain of its employees and officers, including three to six year employment contracts that include
monthly compensation and deferred compensation.



Anticipated Officer and Director Remuneration



Greenpower Delaware
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). At such time, Greenpower Delaware
anticipates offering cash and non-cash compensation to other employees and directors. In addition, the Company may also offer additional
benefits to employees in its sole and absolute discretion.



24







|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)(2) | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Jiong Zhang                           |  | Chairman of the Board             |  |                     | 7,273,600  |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Yong Luo                              |  | Director                          |  |                     | 4,840,000  |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Xiaoping Liu                          |  | Chief Executive Officer, Director |  |                     | 4,840,000  |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Hui Li                                |  | Chief Financial Officer           |  |                     | 0          |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Moxiang Li                            |  | 5% shareholder                    |  |                     | 1,000,000  |  |                 | 
|Shenzhen, China                       |  |                                   |  |                     |            |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Difan Zhong                           |  | 5% shareholder                    |  |                     | 1,000,000  |  |                 | 
|Xiangtan, China                       |  |                                   |  |                     |            |  |                 | 
|                                      |  |                                   |  |                     |            |  |                 | 
|Total owned by officers and directors |  |                                   |  |                     | 16,953,600 |  |                 | 



(1) Based upon 21,000,000 shares outstanding.

(2) Each of the listed persons is registering
a certain number of shares in the S-1 registration statement simultaneously filed by the Company. Once such registration statement
becomes effective each of these persons will offer such shares that are contained in that registration statement for sale. Assuming
sale of such shares, the noted officers/director would own the following reduced percentages of the outstanding shares: Jiong Zhang
16%, Yong Luo 12%, Xiaoping Liu 12%, and the total owned by officers and directors would be 39%.



|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.



25







|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 |     |  | December 31, 2012 | 
|----------------- | --- |  | ----------------- | 
|                  |     |  |                   | 
|$                 | 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, the Company's Form 10, the Company's Form
8-K and Registration Statement on Form S-1 are incorporated herein by reference.



26







FINANCIAL STATEMENTS



Greenpower
International Group Limited AND SUBSIDIARy



CONSOLIDATED FINANCIAL STATEMENTS



December 31, 2012 and 2011





27







index
to CONSOLIDATED financial statements



|                                                                                                                                                                               |  | Page
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                               |  |     
|Report of Independent Registered Public Accounting Firm                                                                                                                        |  | 2   
|                                                                                                                                                                               |  |     
|Consolidated Balance Sheets at December 31, 2012 and 2011                                                                                                                      |  | 3   
|                                                                                                                                                                               |  |     
|Consolidated Statements of Operations and Comprehensive Loss for the Year Ended December 31, 2012 and the Period from September 16, 2011 (Inception) through December 31, 2011 |  | 4   
|                                                                                                                                                                               |  |     
|Consolidated Statements of Changes in Stockholders’ Equity for the for the Period from September 16, 2011 (Inception) through December 31, 2012                                |  | 5   
|                                                                                                                                                                               |  |     
|Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 and the Period from September 16, 2011 (Inception) through December 31, 2011                        |  | 6   
|                                                                                                                                                                               |  |     
|Notes to Consolidated Financial Statements                                                                                                                                     |  | 7-20



F-1











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Greenpower International Group Limited and Subsidiary



We have audited the accompanying consolidated
balance sheets of Greenpower International Group Limited and Subsidiary (the "Company"), as of December 31, 2012 and
2011, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash
flows for the year ended December 31, 2012, and for the period from September 16, 2011 (Inception) through December 31, 2011. These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with
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 consolidated 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
audits 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. Our audits include examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. Our audits also include assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for the year ended December 31, 2012
and for the period from September 16, 2011 (Inception) to December 31, 2011 in conformity with accounting principles generally
accepted in the United States of America.



As discussed in Note 2, the consolidated
financial statements were prepared in accordance with Financial Accounting Standards Board Accounting Standard Codification (ASC)
Topic 810 and related subtopics related to the consolidation of variable interest entities.



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial
statements, the Company has incurred an accumulated deficit of $2,071,715 from September 16, 2011 (Inception) to December 31, 2012.
This raises 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 the raising of additional equity financing. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Anton & Chia, LLP



Newport Beach, California

April 15, 2013



F-2







|GREENPOWER INTERNATIONAL GROUP LIMITED AND SUBSIDIARY
|-----------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                          
|                                                     



|                                                                                                                                        |  | December 31, |            |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                                                                                        |  | 2012         |            |   | 2011         |  
|                                                                                                                                        |  |              |            |   |              |  
|ASSETS                                                                                                                                  |  |              |            |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Cash                                                                                                                                    |  | $            | 37,037     |   |              | $
|Accounts receivable, net                                                                                                                |  |              | 99,952     |   |              |  
|Net investment in direct financing leases – current, net of unearned income                                                             |  |              | 52,423     |   |              |  
|Advances to related parties                                                                                                             |  |              | 9,232      |   |              |  
|Prepaid expense                                                                                                                         |  |              | 26,060     |   |              |  
|Inventory, net                                                                                                                          |  |              | 569,207    |   |              |  
|Other receivable                                                                                                                        |  |              | 18,843     |   |              |  
|Total current assets                                                                                                                    |  |              | 812,754    |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Deposits                                                                                                                                |  |              | 52,720     |   |              |  
|Net investment in direct financing leases – noncurrent, net of unearned income                                                          |  |              | 486,012    |   |              |  
|Advances to supplier                                                                                                                    |  |              | 1,605,110  |   |              |  
|Equipment, net                                                                                                                          |  |              | 63,410     |   |              |  
|Total noncurrent assets                                                                                                                 |  |              | 2,207,252  |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Total Assets                                                                                                                            |  | $            | 3,020,006  |   |              | $
|                                                                                                                                        |  |              |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                    |  |              |            |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Accounts payable                                                                                                                        |  | $            | 617,656    |   |              | $
|Accrued liabilities                                                                                                                     |  |              | 187,152    |   |              |  
|Due to related parties                                                                                                                  |  |              | -          |   |              |  
|Advance sales receipts                                                                                                                  |  |              | 128,422    |   |              |  
|Short term borrowings                                                                                                                   |  |              | 844,604    |   |              |  
|Notes payable to related parties                                                                                                        |  |              | 432,577    |   |              |  
|Taxes payable                                                                                                                           |  |              | 36,092     |   |              |  
|Other payable                                                                                                                           |  |              | 84,895     |   |              |  
|Total current liabilities                                                                                                               |  |              | 2,331,398  |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Total Liabilities                                                                                                                       |  |              | 2,331,398  |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|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; 21,000,000 shares issued and outstanding (2011 – 10,000,000 shares) (1) |  |              | 2,100      |   |              |  
|Discount on common stock issued to founders (1)                                                                                         |  |              | (1,000     | ) |              |  
|Additional paid-in capital (1)                                                                                                          |  |              | 2,714,900  |   |              |  
|Accumulated other comprehensive income                                                                                                  |  |              | 44,323     |   |              |  
|Accumulated deficit                                                                                                                     |  |              | (2,071,715 | ) |              |  
|Total Stockholders' Equity                                                                                                              |  |              | 688,608    |   |              |  
|                                                                                                                                        |  |              |            |   |              |  
|Total Liabilities and Stockholders' Equity                                                                                              |  | $            | 3,020,006  |   |              | $



(1) The December 31, 2011 capital accounts
of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of
the merger transaction. See Note 2.



The
accompanying notes are an integral part of these consolidated financial statements



F-3







|Greenpower International Group Limited AND SUBSIDIARy      
|-----------------------------------------------------------
|CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|                                                           



|                                                                             |  |                    |            |   | From September 16, 2011 |  
|---------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------- | -
|                                                                             |  | For the Year Ended |            |   | (Inception) to          |  
|                                                                             |  | December 31, 2012  |            |   | December 31, 2011       |  
|                                                                             |  |                    |            |   |                         |  
|Revenue, net                                                                 |  |                    |            |   |                         |  
|Products                                                                     |  | $                  | 388,090    |   |                         | $
|Leases                                                                       |  |                    | 228,006    |   |                         |  
|Commision                                                                    |  |                    | 92,589     |   |                         |  
|Other                                                                        |  |                    | 228        |   |                         |  
|Total revenue, net                                                           |  |                    | 708,913    |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Cost of revenue                                                              |  |                    |            |   |                         |  
|Products                                                                     |  |                    | 233,279    |   |                         |  
|Total cost of revenue                                                        |  |                    | 233,279    |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Gross profit                                                                 |  |                    | 475,634    |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Operating expenses:                                                          |  |                    |            |   |                         |  
|Selling expense                                                              |  |                    | 713,609    |   |                         |  
|General and administrative expenses                                          |  |                    | 1,425,182  |   |                         |  
|Total operating expenses                                                     |  |                    | 2,138,791  |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Operating loss                                                               |  |                    | (1,663,157 | ) |                         |  
|                                                                             |  |                    |            |   |                         |  
|Other income                                                                 |  |                    | 4,014      |   |                         |  
|Other expense                                                                |  |                    | (11,979    | ) |                         |  
|Total other expense                                                          |  |                    | (7,965     | ) |                         |  
|                                                                             |  |                    |            |   |                         |  
|Loss before income taxes                                                     |  |                    | (1,671,122 | ) |                         |  
|                                                                             |  |                    |            |   |                         |  
|Income taxes                                                                 |  |                    | -          |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Net loss                                                                     |  | $                  | (1,671,122 | ) |                         | $
|                                                                             |  |                    |            |   |                         |  
|Loss per share - basic and diluted                                           |  | $                  | (0.08      | ) |                         | $
|Weighted average number of common shares outstanding - basic and diluted (2) |  |                    | 19,767,760 |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Other comprehensive income:                                                  |  |                    |            |   |                         |  
|Foreign currency translation adjustment                                      |  |                    | 12,635     |   |                         |  
|                                                                             |  |                    |            |   |                         |  
|Comprehensive loss                                                           |  | $                  | (1,658,487 | ) |                         | $



(2) The capital accounts of the Company
have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction
in determining the basic and diluted weighted average shares. See Note 2.



The
accompanying notes are an integral part of these consolidated financial statements



F-4







|Greenpower International Group Limited and subsidiary    
|---------------------------------------------------------
|CONSOLIDATEDSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|                                                         



|                                                         |  | Common Stock |            |  |                       |   |       |                          |  |   | Accumulated Other          |   |  |                      |           |   |                     |  
|-------------------------------------------------------- |  | ------------ | ---------- |  | --------------------- | - | ----- | ------------------------ |  | - | -------------------------- | - |  | -------------------- | --------- | - | ------------------- | -
|                                                         |  | Shares       |            |  | Amount  (par $0.0001) |   |       | Discount on Common Stock |  |   | Additional Paid In Capital |   |  | Comprehensive Income |           |   | Accumulated Deficit |  
|                                                         |  |              |            |  |                       |   |       |                          |  |   |                            |   |  |                      |           |   |                     |  
|Balance at September 16, 2011 (Inception)                |  |              | -          |  |                       | $ | -     |                          |  | $ | -                          |   |  | $                    | -         |   |                     | $
|                                                         |  |              |            |  |                       |   |       |                          |  |   |                            |   |  |                      |           |   |                     |  
|Foreign currency translation                             |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | -         |   |                     |  
|Common stock issued at a discount                        |  |              | 10,000,000 |  |                       |   | 1,000 |                          |  |   | (1,000                     | ) |  |                      | -         |   |                     |  
|Equity interest recognized upon consolidation of Guoning |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | 2,572,503 |   |                     |  
|Net loss                                                 |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | -         |   |                     |  
|                                                         |  |              |            |  |                       |   |       |                          |  |   |                            |   |  |                      |           |   |                     |  
|Balance at December 31, 2011 (3)                         |  |              | 10,000,000 |  |                       |   | 1,000 |                          |  |   | (1,000                     | ) |  |                      | 2,572,503 |   |                     |  
|                                                         |  |              |            |  |                       |   |       |                          |  |   |                            |   |  |                      |           |   |                     |  
|Foreign currency translation                             |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | -         |   |                     |  
|Share exchange pursuant to merger agreement              |  |              | 10,000,000 |  |                       |   | 1,000 |                          |  |   | -                          |   |  |                      | (1,000    | ) |                     |  
|Recapitalization                                         |  |              | 1,000,000  |  |                       |   | 100   |                          |  |   | -                          |   |  |                      | (100      | ) |                     |  
|Capital contributions                                    |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | 143,497   |   |                     |  
|Net loss                                                 |  |              | -          |  |                       |   | -     |                          |  |   | -                          |   |  |                      | -         |   |                     |  
|                                                         |  |              |            |  |                       |   |       |                          |  |   |                            |   |  |                      |           |   |                     |  
|Balance at December 31, 2012                             |  |              | 21,000,000 |  |                       | $ | 2,100 |                          |  | $ | (1,000                     | ) |  | $                    | 2,714,900 |   |                     | $



(3) The December 31, 2011 capital accounts
of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of
the merger transaction. See Note 2.



The
accompanying notes are an integral part of these consolidated financial statements



F-5







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                
|                                                     



|                                                                           |  |                    |            |   | From September 16, 2011 |  
|-------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------- | -
|                                                                           |  | For the Year Ended |            |   | (Inception) to          |  
|                                                                           |  | December 31, 2012  |            |   | December 31, 2011       |  
|                                                                           |  |                    |            |   |                         |  
|Operating Activities                                                       |  |                    |            |   |                         |  
|Net loss                                                                   |  | $                  | (1,671,122 | ) |                         | $
|                                                                           |  |                    |            |   |                         |  
|Adjustments to reconcile net loss to cash flows from operating activities: |  |                    |            |   |                         |  
|Depreciation                                                               |  |                    | 27,673     |   |                         |  
|Loss on disposal of equipment                                              |  |                    | 12,126     |   |                         |  
|Provision for inventory allowance                                          |  |                    | (33,701    | ) |                         |  
|Provision for doubtful accounts                                            |  |                    | 10,673     |   |                         |  
|Changes in operating assets and liabilities:                               |  |                    |            |   |                         |  
|Accounts receivable                                                        |  |                    | (109,205   | ) |                         |  
|Prepaid expense                                                            |  |                    | 29,267     |   |                         |  
|Inventory                                                                  |  |                    | (445,843   | ) |                         |  
|Other receivable                                                           |  |                    | 22,131     |   |                         |  
|Deposits                                                                   |  |                    | (32,552    | ) |                         |  
|Advances to suppliers                                                      |  |                    | -          |   |                         |  
|Lease payment receivable                                                   |  |                    | (1,764,820 | ) |                         |  
|Unearned income                                                            |  |                    | 1,304,089  |   |                         |  
|Accounts payable                                                           |  |                    | 592,094    |   |                         |  
|Accrued liabilities                                                        |  |                    | 65,026     |   |                         |  
|Due to related parties                                                     |  |                    | (3,223     | ) |                         |  
|Advance sales receipts                                                     |  |                    | 126,810    |   |                         |  
|Taxes payable                                                              |  |                    | 33,908     |   |                         |  
|Other payable                                                              |  |                    | 79,868     |   |                         |  
|Net cash used in operating activities                                      |  |                    | (1,756,802 | ) |                         |  
|                                                                           |  |                    |            |   |                         |  
|Investing Activities                                                       |  |                    |            |   |                         |  
|Purchase of equipment                                                      |  |                    | (14,406    | ) |                         |  
|Proceeds from sale of equipment                                            |  |                    | 8,936      |   |                         |  
|Net cash used in investing activities                                      |  |                    | (5,470     | ) |                         |  
|                                                                           |  |                    |            |   |                         |  
|Financing Activities                                                       |  |                    |            |   |                         |  
|Proceeds from contributed capital                                          |  |                    | 143,497    |   |                         |  
|Short term borrowings                                                      |  |                    | 837,907    |   |                         |  
|Repayment to related parties                                               |  |                    | (48,101    | ) |                         |  
|Proceeds from related parties                                              |  |                    | 788,182    |   |                         |  
|Net cash provided by/(used in) financing activities                        |  |                    | 1,721,485  |   |                         |  
|                                                                           |  |                    |            |   |                         |  
|Effect of change in exchange rate on cash                                  |  |                    | 974        |   |                         |  
|Net change in cash during the period                                       |  |                    | (39,813    | ) |                         |  
|                                                                           |  |                    |            |   |                         |  
|Cash, beginning of period                                                  |  |                    | 76,850     |   |                         |  
|Cash, end of period                                                        |  | $                  | 37,037     |   |                         | $



The
accompanying notes are an integral part of these consolidated financial statements



F-6







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



NOTE 1 – BUSINESS Organization
and description



Greenpower International Group Limited
(the "Company," “We,” or “Us.”) (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 accompanying consolidated financial statements include
the financial statements of the Company, its wholly owned subsidiary, and an affiliated PRC entity that is controlled through contractual
arrangements.



On February 10, 2012, the Company effected
the acquisition of Greenpower International Group Limited of British Virgin Islands (“Greenpower BVI”) 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"). Greenpower BVI was
incorporated in the British Virgin Islands on September 16, 2011.



As a result of the Acquisition, Greenpower
BVI has become a wholly owned subsidiary of the Company and the Company has taken over the management and control of Greenpower
BVI. The Company has also 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 investment entity ("VIE") structure pursuant to contractual agreements dated October 26, 2011 and
subsequently strengthened in February 2012.



Guoning was formed in
January 2011 and was formerly known as Shenzhen Muren Technology Industry Co., Ltd. (“Muren”). Muren was incorporated
in the Guangdong Province, Shenzhen City of the People’s Republic of China (the “PRC”) on March 4, 2004 as a
limited liability company with no common shares issued or outstanding. Prior to January 4, 2011, Guoning was in the business of
purchasing, assembling, and furnishing customized, made to customer order laboratory equipment, furniture and lighting instruments.
On January 4, 2011, in connection with the execution of an Equity Transfer Agreement (the “Agreement”), Mr. RenHua
He (“He”), the vice president and one of the two shareholders, transferred his ownership to the other shareholder,
Mr. Jiong Zhang (“Zhang”), who became the Chairman of a newly registered entity, Guoning. Pursuant to the Agreement,
Guoning’s prior business in laboratory equipment and furniture was divested to He, leaving a focus on the LED lighting business
going forward.



In addition to selling LED bulbs and light
sets as a distributor, management began a new business model after divesting the prior business component in January 2011. The
new business model, Energy Management Contract (“EMC”), focuses on energy performance sharing via replacing customers’
current illumination equipment with energy efficient LED lights and charges based on an agreed percentage of savings on monthly
utility bills.



The following diagram illustrates the corporate
structure of the Company as of December 31, 2012:







Contractual agreements are summarized in
the following paragraphs:



F-7







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Exclusive Business Cooperation Agreement.
Pursuant to an exclusive business cooperation agreement, Greenpower BVI shall be the exclusive service provider 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. Pursuant to the exclusive business cooperation agreement, Greenpower BVI also has exclusive and proprietary rights and interests
in all 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.



Exclusive Option Agreement. Pursuant
to an exclusive option agreement, each of Guoning’s shareholders have granted Greenpower BVI an exclusive option to purchase
all or part of their equity interests in Guoning at any time determined by Greenpower BVI and to the extent permitted by PRC law.



Voting Rights Proxy Agreement.Pursuant
to a voting rights proxy agreement, the shareholders of Guoning have granted the personnel designated by Greenpower BVI the right
to appoint directors and senior management of Guoning and to exercise all of their other voting rights as shareholders of Guoning.
Under the voting rights proxy agreement, there are no restrictions on the number or identity of those persons we can appoint as
directors and officers.



Equity Pledge Agreement. Pursuant
to an equity pledge agreement, each of the shareholders has pledged his or its equity interest in Guoning to Greenpower BVI to
secure the performance of that agreement by Guoning.



Irrevocable Power of Attorney. Pursuant
to an irrevocable power of attorney, each of the shareholders has granted Greenpower BVI the right to act on behalf of the shareholder
as the shareholder’s agent and attorney with respect to all matters concerning the shareholder’s shares in Guoning,
including (without limitation) attending shareholders’ meetings of Guoning, exercising all of the shareholder’s rights
(including voting rights) in Guoning, and designating and appointing the directors and officers of Guoning.



As a result of these Contractual Arrangements,
under U.S. GAAP, Greenpower BVI is considered the primary beneficiary of Guoning and thus consolidates its results in our consolidated
financial statements.



As a result of the Contractual Arrangements,
Greenpower BVI was granted with unconstrained decision making rights and power over key operational functions within Guoning. As
a result, Greenpower BVI will bear Guoning’s operating costs in exchange for 100% of the net income. There is no income or
loss of Guoning attributed to other parties. Greenpower BVI does not have any equity interest in Guoning, but instead has the right
to enjoy economic benefits similar to an equity ownership through its Contractual Arrangements with Guoning.



These contractual arrangements may not
be as effective in providing Greenpower BVI with control over Guoning as direct ownership. Due to its VIE structure, Greenpower
BVI has to rely on contractual rights to effect control and management of Guoning, which exposes it to the risk of potential breach
of contract by the shareholders of Guoning.



The assets and liabilities and revenues
and expenses of Guoning have been included in the accompanying consolidated financial statements. As of December 31, 2012 and 2011,
net assets included in the consolidated balance sheets total $1,468,319 and $2,408,660, respectively. For the year ended December
31, 2012 and for the period from September 16, 2011 (Inception) through December 31, 2011, the consolidated VIE’s net loss
was $1,096,474 and $195,531, respectively. Currently there are contractual arrangements that
could require Greenpower BVI to provide additional financial support to the consolidated VIE.



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of presentation



The accompanying consolidated financial
statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).



The audited consolidated financial statements
have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished
herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods.



F-8







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Reverse merger accounting



Since former Greenpower BVI security holders
owned, after the Merger, approximately 97.5% of the Company’s shares of common stock, and as a result of certain other factors,
including that all members of the Company's executive management are from Greenpower BVI, Greenpower BVI is deemed to be the acquiring
company for accounting purposes and the Merger was accounted for as a reverse merger and a recapitalization in accordance with
generally accepted accounting principles in the United States ("US GAAP"). These consolidated financial statements reflect
the historical results of Greenpower BVI prior to the merger and that of the combined company following the merger, and do not
include the historical financial results of the Company prior to the completion of the merger. Common stock and the corresponding
capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio
in the merger.



Principles of consolidation



Pursuant to Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, a company is required to include in
its consolidated financial statements the financial statements of variable interest entities (“VIE”). ASC Topic 810
requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss
for the variable interest entity or is entitled to receive a majority of the variable interest entity’s residual returns.
Variable interest entities are those entities in which a company, through contractual arrangements, bear the risk of, and enjoy
the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.
The consolidated financial statements include the accounts of Greenpower BVI and its variable interest entity, Guoning, for which
Greenpower BVI is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.



Use of estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires our 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 period. Actual
results could differ from those estimates.



Concentrations of risks



Credit risk



Financial instruments that potentially
subject the Company to significant concentrations of credit risk consist principally of cash, trade receivables and advances to
suppliers. As of December 31, 2012 and 2011, part of the Company's cash was held by major financial institutions located in the
PRC, which management believes are of high credit quality. With respect to trade receivables and advances to suppliers, the Company
extends credit based on evaluations of the customers' and suppliers' financial position and business history with the Company.
The Company generally is required to make advances to suppliers.



Currency convertibility risk



Guoning transacts all of its business in
Renminbi (“RMB”), which is not freely convertible into foreign currencies. All foreign exchange transactions continue
to take place either through the People’s Bank of China (the “PBOC”) or other banks authorized to buy and sell
foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions
requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
The value of the RMB is subject to change as a result of central government policies and international economic and political developments
affecting supply and demand in the PRC foreign exchange trading system market.



F-9







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Foreign currency exchange rate risk



Starting July 21, 2005, the RMB is permitted
to fluctuate within a narrow and managed band against a basket of certain foreign currencies. The depreciation of the U.S. dollar
against RMB was approximately 0.89%, 4.53%, and 2.38% during the years 2010, 2011, and 2012, respectively. While the international
reaction to the RMB appreciation has generally been positive, there remains significant international pressure on the PRC government
to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the RMB against
the U.S. dollar.



Concentration on suppliers



The number of our suppliers increased from
one in 2011 to around ten in 2012. Among all, we are required to prepay RMB 10,000,000 (approximately USD$1,605,000) in respect
of production lamps to be produced since 2011. Please see Note 7. During the reporting periods, our concentration on suppliers
is as follows:



|           |  | Year ended December 31, 2012 |           |  | Period from September 16, 2011 (Inception) through December 31, 2011 | 
|---------- |  | ---------------------------- | --------- |  | -------------------------------------------------------------------- | 
|           |  | Purchase                     |           |  | % of total                                                           | 
|           |  |                              |           |  |                                                                      | 
|Supplier A |  | $                            | 663,915   |  |                                                                      | 
|           |  |                              |           |  |                                                                      | 
|Total      |  | $                            | 1,045,603 |  |                                                                      | 



Concentration on customers



For the years ended December 31, 2012 and
2011, all of the Company’s revenue was generated in the PRC. In the EMC business, we received our first customer in September
2011 and entered into the only contract in 2011 at such time with the first payment received in November 2011. The EMC business
subsequently increased to 47 customers with total 76 contracts in 2012. During the reporting periods, our concentration on customers
in EMC business is as follows:



|           |  | Year ended December 31, 2012 |         |  | Period from September 16, 2011 (Inception) through December 31, 2011 | 
|---------- |  | ---------------------------- | ------- |  | -------------------------------------------------------------------- | 
|           |  | Revenue                      |         |  | % of total                                                           | 
|           |  |                              |         |  |                                                                      | 
|Customer A |  | $                            | 79,130  |  |                                                                      | 
|Customer B |  |                              | 26,550  |  |                                                                      | 
|           |  |                              |         |  |                                                                      | 
|Total      |  | $                            | 228,006 |  |                                                                      | 



Starting in late 2011, we sell all types
of LED bulbs and light sets to the market. In this stock sales business, concentration on customers for each reporting period is
as follows:



|           |  | Year ended December 31, 2012 |         |  | Period from September 16, 2011 (Inception) through December 31, 2011 | 
|---------- |  | ---------------------------- | ------- |  | -------------------------------------------------------------------- | 
|           |  | Revenue                      |         |  | % of total                                                           | 
|           |  |                              |         |  |                                                                      | 
|Customer D |  | $                            | 180,160 |  |                                                                      | 
|Customer C |  |                              | -       |  |                                                                      | 
|Customer A |  |                              | -       |  |                                                                      | 
|           |  |                              |         |  |                                                                      | 
|Total      |  | $                            | 398,629 |  |                                                                      | 



Cash and cash equivalents



Cash and cash equivalents include all cash,
deposits in banks and other highly liquid investments with initial maturities of three months or less. As of December 31, 2012
and 2011, all of our cash was denominated in RMB and was partially held on hand by Guoning. RMB is not freely convertible into
foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the
PRC government. As of December 31, 2012 and 2011, the Company does not have any cash equivalents.



F-10







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Allowance
for doubtful accounts



The Company establishes an allowance for
doubtful accounts based on management's assessment of the collectability of trade receivables. A considerable amount of judgment
is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages
to aged receivable categories. The Company makes judgments about the credit worthiness of each customer based on ongoing credit
evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial
positions of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.
For those amounts identified as doubtful after assessment, the Company makes specific provision for these doubtful amounts. Bad
debts are written off when identified. The Company extends unsecured credit to customers ranging from 30 to 90 days in the normal
course of business. The Company does not accrue interest on trade receivables. Allowance for doubtful accounts made as of December
31, 2012 and 2011 was $10,673 and zero, respectively.



Inventory



Inventory is stated at the lower of cost
or market. Cost is determined on a weighted average basis. The Company estimates net realizable value based on intended use, current
market value and inventory aging analyses. The Company writes down the inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand
and market conditions. Inventory inherited from the prior entity of Guoning was fully reserved in the
prior year. The amount presented in the accompanying consolidated balance sheets is net of a valuation allowance of$72,584
and $105,207 at December 31, 2012 and 2011, respectively.



Equipment



Equipment is stated at cost less accumulated
depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.
Depreciation is provided on a straight-line basis over the assets' estimated useful lives with no salvage value. The useful lives
are as follows: vehicles 5 years; office equipment 5 years; leasehold improvement 1 year. Maintenance or repairs are charged to
expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from
the accounts and the net amount less proceeds from disposal is charged or credited to other income/expense.



Impairment of long-lived assets



We evaluate long-lived assets for impairment
whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future
use of the assets) indicate their net book value may not be recoverable. When these events occur, we compare the projected undiscounted
future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective
carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when
available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.
There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue.
Either of these could result in the future impairment of long-lived assets.



Revenue recognition



We recognize revenue in accordance with
FASB ASC No. 605 from product sales or services rendered when the following four revenue recognition criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable,
and collectability is reasonably assured. Returns and exchanges require approval from senior management and are on a case-by-case
basis. We review and estimate the rates of return and exchange based on historical data and customer specific experience. Historically,
returns and exchanges have been insignificant. The majority of our revenues are derived from three sources. Our revenue recognition
policies vary based upon these revenue sources:



Sales of products



Most of our products are shipped directly
to the customer at FOB Destination. Revenue is recognized when product is delivered to the customer, when all delivery documents
have been signed by the receiving customer, and ownership has passed to the customer. We consider the terms of each arrangement
to determine the appropriate accounting treatment.



F-11







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Investment in direct financing lease



The Company’s
leasing operations consist primarily of leasing LED lights in connection with our EMC business. The LED lights are leased under
five to six year direct finance leases. We use the direct financing method of accounting to record income from direct financing
leases. At the inception of our leases, we record the net investment in leases, which consists
of the sum of the minimum lease payments, initial direct costs, and unguaranteed residual value (gross investment) less the unearned
income. The difference between the gross investment and the cost of the leased equipment is recorded as unearned income at the
inception of the lease.



Revenue for direct financing leases is
recognized as the unearned income is amortized over the life of the lease using the effective interest method. The amortization
of unearned income is a component of lease revenue in our consolidated statements of operations. We review our direct financing
lease arrangements for credit risk. Such review includes consideration of the credit rating and financial position of the lessee.
Generally, when a lease is more than 90 days delinquent (when more than three monthly payments are owed), the lease is classified
as being on non-accrual and the Company stops recognizing leasing income on that date. Payments received on leases in non-accrual
status generally reduce the lease receivable. Leases on non-accrual status remain classified as such until there is sustained payment
performance that, in our judgment, would indicate that all contractual amounts will be collected in full.



We defer initial direct costs incurred
to originate leases in accordance with applicable accounting guidance. The initial direct costs deferred are part of the investment
in leasing operations and are amortized to leasing income using the interest method. Initial direct costs include commissions and
costs associated with credit evaluation, recording guarantees and other security arrangements, documentation and transaction closing.
Residual values reflect the estimated amounts to be received at lease termination from lease extensions, sales or other dispositions
of leased equipment. The leased equipment residual values are based on management’s best estimate.



Commission



From time to time the Company facilitates
the sale of products to markets both inside and outside of China. As such, the Company recognizes contractually agreed revenue
based upon the delivery of products to an end user customer. Revenue from these types of agreements is recognized when the transaction
is substantially finished and upon receipt of the commission payment, net of any related cost.



Allowance
for sales returns



On a case-by-case
basis, we accept returns of products from our customers, without restocking charges, when they can demonstrate an acceptable cause
for the return.  Requests by a distributor to return products purchased for its own inventory generally are not included
under this policy.  We will, on a case-by-case basis, accept returns of products upon payment of a restocking fee, which
is generally 10% of the net sales price.  We will not accept returns of any products that were special-ordered by a customer
or that otherwise are not generally included in our inventory.  There was no allowance for sales returns reserved at
December 31, 2012 or 2011.



Cost of revenue



Cost of revenue consists primarily of the
purchase price of light bulbs products and content sold by us, inbound shipping charges, and packaging supplies. Shipping charges
to receive products from our suppliers are included in inventory cost, and recognized as “cost of revenue” upon sale
of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions,
are classified in “selling expenses” on our consolidated statements of operations. Any write downs of inventory to
lower of cost or market value are also recorded in cost of revenue.



Advertising



Advertising costs are charged to operations
when incurred. For the year ended December 31, 2012 and the period from September 16, 2011 (Inception) through December 31, 2011,
the amount charged to advertising expense was $2,571 and $9,309, respectively.



F-12







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Income taxes



We have implemented certain provisions
of ASC 740, Income Taxes(“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions,
as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement
related to accounting for 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax
assets will not be realized. We adopted the provisions of ASC 740 and have analyzed filing positions in each of the PRC jurisdictions
where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We have identified
the PRC as our "major" tax jurisdiction.  Generally, we remain subject to PRC examination of our income tax
returns annually.



We believe that our income tax filing positions
and deductions will be sustained by an audit and do not anticipate any adjustments that will result in a material change to our
financial position.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.  In
addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740.  Our policy for recording
interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.



Our tax provision for interim periods is
determined using an estimate of our annual effective tax rate based on rates established within the PRC and, adjusted for discrete
items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective
tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.



Comprehensive loss



Comprehensive loss is defined to include
all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC
220, Comprehensive Income requires that all items that are required to be recognized under current accounting standards
as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial
statements. For the periods presented, the Company’s comprehensive loss includes net loss and foreign currency translation
adjustments and is presented in the statements of operations and comprehensive loss.



Foreign currency translation



The reporting currency is the U.S. dollar.
The functional currency of Guoning is the local currency, RMB. For consolidation purposes, the financial statements of Guoning
are translated into United States dollars (“USD”) in accordance with ASC 830, Foreign Currency Matters, using
year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses
and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial
statements into U.S. dollars are included in determining comprehensive income. The exchange rates in effect as of December 31,
2012 and 2011 were RMB 1.00 for USD $0.1605 and USD $0.1589, respectively. The average exchange rates for the year and the period
from September 16, 2011 (Inception) through December 31 2011 were RMB 1.00 for USD $0.1585 and USD $0.1547, respectively. At December
31, 2012 and 2011, the cumulative translation adjustment of $12,635and $31,688, respectively, was classified
as an item of accumulated other comprehensive income in the stockholders’ equity section of the consolidated balance sheets.
There was no significant fluctuation in the exchange rate for the conversion of RMB to United States dollars after the balance
sheet date.



Fair value of financial instruments



The fair value accounting guidance defines
fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.” The definition is based on an exit price rather than an entry price,
regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize
inputs used in measuring fair value as follows:



| | · | Level 1 : Observable inputs such as quoted prices in active markets;
| | - | --------------------------------------------------------------------

| | · | Level 2 : Inputs, other than quoted prices in active markets, that are observable either directly
or indirectly; and
| | - | --------------------------------------------------------------------------------------------------------------------

| | · | Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting
entity to develop its own assumptions.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



F-13







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



The carrying value of cash, accounts receivable,
accounts payables, accrued liabilities, short term borrowings, and notes payable to related parties approximates their fair values
due to their short-term maturities.



Loss per common share



Basic loss per common share excludes dilutive
securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period.
Diluted earnings 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 earnings
of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of December 31, 2012
and 2011, there were no outstanding dilutive securities.



The following table represents the computation
of basic and diluted losses per share:



|                                                               |  |                    |            |   | From September 16, 2011 |  
|-------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------------- | -
|                                                               |  | For the Year Ended |            |   | (Inception) to          |  
|                                                               |  | December 31, 2012  |            |   | December 31, 2011       |  
|                                                               |  |                    |            |   |                         |  
|Loss available for common shareholder                          |  | $                  | (1,671,122 | ) |                         | $
|Basic and fully diluted loss per share                         |  | $                  | (0.08      | ) |                         | $
|Weighted average common shares outstanding - basic and diluted |  |                    | 19,767,760 |   |                         |  



Net loss per share is based upon the weighted
average shares of common stock outstanding.



Commitments and contingencies



Issuance of common stock



Pursuant
to a Joint Development, Customization and Equity Allocation Contract on LED Advertising Lamp (“Agreement”)
with one supplier, dated September 25, 2011, the Company is obligated to grant up to 10 million shares, prorated based on the total
outstanding common shares of the Company (of a 2% ratio, 10,000,000 of the 500,000,000 authorized), to an officer of the supplier
for all product patent rights, trademark rights, software copyright and the domestic marketing exclusivity rights applied by the
supplier and subsequently granted to Guoning. In November 2012, the supplier transferred those 12 approved patents to Guoning.
Since there are 21,000,000 shares of common stock currently outstanding, the Company
is obligated to issue 420,000 shares to the supplier. The Chairman of the Company will transfer his existing shares to the supplier
instead of the Company issuing new shares. The Company estimates that the transfer/issuance of shares would tentatively occur near
the end of 2013. Please see Note 7.



Litigation



From time to time, we may become involved
in disputes, litigation and other legal actions.  We estimate the range of liability related to any pending litigation where
the amount and range of loss can be estimated.  We record our best estimate of a loss when the loss is considered probable.
 Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge
equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information
available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability
had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated.



During the ordinary course
of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims
or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash
flow.



Off-balance sheet arrangements



The Company does not have any off-balance
sheet arrangements.



F-14







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Reclassifications



Certain reclassifications
have been made to the prior years’ financial statements in order to conform to the current year presentation.  Such
reclassifications are immaterial to both current and all previously issued financial statements taken as a whole and had no effect
on previously reported results of operations.



Going concern



The Company has
sustained operating losses of $2,071,715 since inception. The Company’s continuation as a going concern is dependent on management’s
ability to develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.



The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above
conditions raise substantial doubt about the Company’s ability to do so. The consolidated 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.



Management began
a new business model after divesting the prior business component in 2011. On September 28, 2011, Guoning entered into an agreement
with a new customer initiating the new business model - Energy Management Contract (“EMC”). The EMC model focuses essentially
on replacing customers’ current illumination equipment with energy effective LED lights and charges based on an agreed percentage
of savings on monthly utility bills. During year 2012, the Company has added 75 additional customer contracts under this new business
model. The Company expects the EMC model will deliver additional customers in a systematic and orderly manner in the future. The
Company is marketing this lease model to customers in a manner that will generate initial smaller contracts with follow on orders
for lights that recur with the same customer over time. In addition to addressing the market with its lease model, the Company
is expanding its presence in the market via branch offices and franchising. The Company expects these additional offices will add
to the direct sales of LED lights in the market, as well as promoting the EMC business. The Company continues to explore combinations
and/or partnerships with suppliers to become the ultimate distributor of LED lights in the commercial and other markets in China.



NOTE 3 – RECENTLY ISSUED AND ADOPTED
ACCOUNTING PRONOUCEMENTS



Adopted



Effective January 2012, the Company adopted
ASU No. 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 2-11-04).” ASU 2011-04
represents the converged guidance of the Financial Accounting Standards Board (“FASB”) and the International Accounting
Standards Board (“IASB”) on fair value measurement. A variety of measures are included in the update intended to either
clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for
disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application
of existing requirements under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. ASU 2011-04
was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material
impact on the consolidated financial statements and related disclosures.



Effective January 2012, the Company adopted
ASU No. 2011-05, “Presentation of Comprehensive Income (ASU 2011-05)”. ASU 2011-05 is intended to increase the prominence
of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of
the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement
of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive
Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated
Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12).” ASU 2011-12 defers the provisions of
ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement
of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively
for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not
have a material impact on the consolidated financial statements and related disclosures.



F-15







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



Not Yet Adopted



In December 2011, the FASB issued ASU No.
2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements
mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement
of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented.
We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements and related disclosures.



In February 2013, the FASB issued ASU No.
2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02)”. This guidance is
the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive
income (“AOCI”). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component,
on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety
to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively
for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption
of ASU 2013-02 will have on its consolidated financial statements and related disclosures.



Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future financial statements.



NOTE 4 – ACCOUNTS RECEIVABLE,
NET



Accounts receivable consisted of the following
at December 31:



|                                      |  | 2012 |         |   | 2011 |  
|------------------------------------- |  | ---- | ------- | - | ---- | -
|Accounts receivable                   |  | $    | 110,625 |   |      | $
|Less: allowance for doubtful accounts |  |      | (10,673 | ) |      |  
|                                      |  | $    | 99,952  |   |      | $



The majority of the Company’s product
sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on specifically identified amounts that management believes
to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. There was no writing
off of uncollectible accounts in either fiscal 2012 or 2011.



NOTE 5 – NET INVESTMENT IN DIRECT FINANCING LEASE



Our direct financing leases include a lease
of the LED advertising lights under our EMC business model. Under the terms of the contracts in force as of December 31, 2012,
we are paid monthly payments. At the end of the lease terms for each contract that last either 5 or 6 years, we will convey all
of our LED advertising lights installed to the lessee for no payment. 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 RMB 2,200 (approximately USD$350)
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.



F-16







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



The following table lists the components of the net investment
in direct financing leases at December 31:



|                                                               |  | 2012 |            |   | 2011 |  
|-------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Total minimum lease payment to be received                     |  | $    | 2,042,006  |   |      | $
|Less: unearned income                                          |  |      | (1,503,571 | ) |      |  
|Net investment in direct financing leases                      |  |      | 538,435    |   |      |  
|Less: current portion                                          |  |      | (52,423    | ) |      |  
|Long-term portion of net investment in direct financing leases |  | $    | 486,012    |   |      | $



Residual values of leased equipment and initial direct costs
are estimated to be insignificant. At December 31, 2012, minimum lease payments to be received for each of the five succeeding
fiscal years are approximately:



|YEAR       |  | AMOUNT |          
|---------- |  | ------ | ---------
|2013       |  | $      | 424,000  
|2014       |  |        | 394,000  
|2015       |  |        | 378,000  
|2016       |  |        | 340,000  
|2017       |  |        | 271,000  
|Thereafter |  |        | 235,000  
|           |  | $      | 2,042,000



NOTE 6 – INVENTORY, NET



Inventory consisted of the following at
December 31:



|                                      |  | 2012 |         |   | 2011 |  
|------------------------------------- |  | ---- | ------- | - | ---- | -
|Finished goods                        |  | $    | 619,010 |   |      | $
|Less: reserve for obsolescence        |  |      | (72,584 | ) |      |  
|                                      |  |      | 546,426 |   |      |  
|Finished goods - LED lights for lease |  |      | 22,782  |   |      |  
|                                      |  | $    | 569,208 |   |      | $



Inventory inherited from the prior entity
of Guoning was fully reserved in the prior year. Finished goods – LED lights for lease are LED advertising lights purchased
for leasing purposes. From time to time, these lights are pre-installed at customers’ sites for testing purposes, usually
15 to 30 days ahead of the official contract signing date.



NOTE 7 – ADVANCES TO SUPPLIER



On September 25, 2011, the Company
entered into a Joint Development, Customization and Equity Allocation Contract on LED Advertising Lamp
(“Agreement”) with one of its suppliers to develop and produce the LED lighting sets on a collaborative basis.
Under the Agreement, Guoning can order product units from the supplier with pre-agreed prices on a defined timeline of
anticipated product acquisitions. Guoning shall prepay RMB 10,000,000 (approximately USD$1,605,000) in respect of production
lamps to be produced in two equal installments, RMB 5,000,000 (approximately USD$803,000), on each of the signing day and
after the total production exceeds 2,000 units. The RMB 10,000,000 deposit remains with the supplier and can only be applied
upon future LED purchases greater than the first 200,000 units ordered. The supplier is obligated to provide product
maintenance for free for five years and product change service if quality issues arise. In the warranty period, if the
equipment is faulty, because of product quality issues, it is to be changed by the supplier without charge. The Agreement
also provides that research and development expenses are spent by the supplier, and Guoning agreed to pay a mold fee of RMB
475,600 (approximately USD$76,000), which is recorded as accrued liabilities as of December 31, 2012 and 2011. Further, the
supplier invested in, and subsequently granted to, Guoning, the product patent right, trademark right, software copyright and
the domestic marketing exclusivity right. In consideration, two officers on behalf of the supplier will be granted 10
million shares prorated based on the total outstanding shares of the Company when such patent rights are received by the
supplier and then duly transferred to Guoning. In November 2012, the supplier has transferred those 12 approved patents to
Guoning. The Company estimated that the issuance of shares would tentatively occur near the end of 2013.



F-17







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



NOTE 8 – EQUIPMENT, NET



Equipment consisted of the following at
December 31:



|                               |  | 2012 |         |   | 2011 |  
|------------------------------ |  | ---- | ------- | - | ---- | -
|Vehicle                        |  | $    | 27,479  |   |      | $
|Equipment                      |  |      | 55,080  |   |      |  
|Leasehold improvement          |  |      | 24,077  |   |      |  
|                               |  |      | 106,636 |   |      |  
|Less: accumulated depreciation |  |      | (43,226 | ) |      |  
|                               |  | $    | 63,410  |   |      | $



The depreciation for the year ended December
31, 2012 and the period from September 16, 2011 (Inception) through December 31, 2011 was $27,673 and $7,654, respectively.



NOTE 9 – SHORT TERM BORROWINGS



During 2012, the Company obtained various
short term borrowings from a private party lender. These borrowings are unsecured and bear annual interest of 1% with a maturity
of one year. These borrowings are used for business expansion and general corporate liquidity. As of December 31, 2012 and 2011,
total outstanding short term borrowings amounted to $844,604 and $0, respectively.



NOTE 10 – STOCKHOLDERS’ EQUITY



Immediately prior to the closing of the
Merger on February 10, 2012, there were 50,000 issued and outstanding shares of the Company retroactively restated to reflect the
recapitalization of common stock to related parties of the Company’s founders and officers for no consideration and that
was recognized as a discount on the common stock issued.



On February 10, 2012, pursuant to a Plan
and Agreement of Merger, all of Greenpower BVI’s outstanding shares were acquired 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. After the Merger, the Company is authorized to issue 500,000,000
shares of common stock and 20,000,000 shares of preferred stock. Currently, the Company has a total of 21,000,000 shares of common
stock outstanding.



Pursuant to the contractual arrangements
entered into by and between Guoning and Greenpower BVI, dated October 26, 2011, Greenpower BVI will provide consulting services
and daily operational guidance and instructions to Guoning. Through these contractual arrangements, Greenpower BVI will have the
ability to substantially influence Guoning’s daily operations and financial affairs and will be able to appoint the senior
members of management. Greenpower BVI is considered the primary beneficiary of Guoning and thus consolidates its results in its
consolidated financial statements. Greenpower BVI does not have any equity interest in Guoning, but instead has the right to enjoy
economic benefits similar to equity ownership through its Contractual Arrangements with Guoning. As a result, the equity interest
from Guoning was recognized as paid-in-capital upon consolidation in the amount of $2,572,503 as of December 31, 2012 and 2011.



During the year ended
December 31, 2012, a capital injection of $143,497 was received from the Chairman of Guoning for funding the Company’s operations.



NOTE 11 – RELATED
PARTY TRANSACTION



a) Related parties



|Name of related parties |  | Relationship with the Company                    
|----------------------- |  | -------------------------------------------------
|Chairman                |  | Management and chairman of the board of directors
|Director A              |  | Management and member of the board of directors  
|Director B              |  | Management and member of the board of directors  



F-18







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



b) The Company had the following
related party transactions at December 31:



|                           |  | 2012 |         |  | 2011 |  
|-------------------------- |  | ---- | ------- |  | ---- | -
|Advances to director A     |  | $    | 9,232   |  |      | $
|Due to director B          |  |      | -       |  |      |  
|Note payable to Chairman   |  |      | 384,424 |  |      |  
|Note payable to director A |  |      | 48,153  |  |      |  



Advances to director
A relate to amounts transferred from Guoning for the purpose of paying professional fees related to the reverse merger on behalf
of Greenpower BVI. Due to director B is expense reimbursement accrued. Notes payable to Chairman and director A are unsecured and
bear annual interest at 1%. These notes were obtained to fund working capital in 2012. In April 2012, the Board approved the resolution
to borrow up to RMB 10 million (approximately USD$1,605,000)from each shareholder for any short
term capital need.



NOTE 12 – INCOME
TAXES



United States
of America



The Company and
its subsidiary are subject to income taxes on an entity basis on income arising in, or derived from, the tax jurisdiction in which
they operate. As the Company had no operation in the United States, there was no tax expense or tax liability.



British
Virgin Island



Greenpower BVI
is incorporated under the International Business Companies Act of the British Virgin Islands and, accordingly, is exempted from
payment of British Virgin Islands’ income taxes.



People’s
Republic of China



The Company’s major
operating subsidiary, Guoning, is subject to PRC tax laws. Prior to January 1, 2008, PRC enterprise income tax (“EIT”)
was generally assessed at the rate of 33% of taxable income. In March 2007, a new enterprise income tax law (the “New EIT
Law”) in the PRC was enacted which was effective on January 1, 2008. The New EIT Law generally applies a uniform 25% EIT
rate to both foreign invested enterprises and domestic enterprises.



For the reporting periods,
the components of loss before income taxes were comprised of the following:



|                           |  |                    |            |   | From September 16, 2011 |  
|-------------------------- |  | ------------------ | ---------- | - | ----------------------- | -
|                           |  | For the Year Ended |            |   | (Inception) to          |  
|                           |  | December 31, 2012  |            |   | December 31, 2011       |  
|                           |  |                    |            |   |                         |  
|United States of America   |  | $                  | -          |   |                         | $
|British Virgin Island      |  |                    | (574,648   | ) |                         |  
|People's Republic of China |  |                    | (1,096,474 | ) |                         |  
|Loss before income taxes   |  | $                  | (1,671,122 | ) |                         | $



F-19







|Greenpower International Group Limited AND SUBSIDIARy
|-----------------------------------------------------
|NOTE TO CONSOLIDATED FINANCIAL STATEMENTS            
|                                                     



The components of deferred
taxes assets at December 31:



|                         |  | 2012 |          |   | 2011 |  
|------------------------ |  | ---- | -------- | - | ---- | -
|                         |  |      |          |   |      |  
|USA net operating losses |  | $    | -        |   |      | $
|BVI net operating losses |  |      | -        |   |      |  
|PRC net operating losses |  |      | 274,118  |   |      |  
|                         |  |      | 274,118  |   |      |  
|Valuation allowance      |  |      | (274,118 | ) |      |  
|Deferred tax assets, net |  | $    | -        |   |      | $



In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. We consider the scheduled reversal of deferred tax assets, the level of historical taxable income and tax
planning strategies in making the assessment of the realizability of deferred tax assets.



Taxes payable consisted of the following
at December 31:



|                |  | 2012 |        |  | 2011 |  
|--------------- |  | ---- | ------ |  | ---- | -
|Corporate tax   |  | $    | -      |  |      | $
|Value added tax |  |      | 29,015 |  |      |  
|Employee tax    |  |      | 6,593  |  |      |  
|Others          |  |      | 484    |  |      |  
|                |  | $    | 36,092 |  |      | $



There was no income tax expense or deferred
tax expense for the years ended December 31, 2012 and 2011. As of December 31, 2012, Guoning has an accumulated deficit of $1,292,005
that can be carried forward to offset future net profit for income tax purposes. The net operating loss carry forwards will expire
in year 2016 to 2017 if not utilized. All tax penalties and interest are expensed as incurred. For the years ended December 31,
2012 and 2011, there were no tax penalties or interest.



On December 13, 2011,
a tax notice from the Shenzhen Nanshan District Regional Tax Bureau stated that all income generated from the approved EMC contracts
entered into by Guoning is exempted from levying business tax and enterprise income tax due to its energy saving nature.





F-20









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:                                      
|                      | President and Principal executive officer
|Dated: April 15, 2013 |                                          
|                      |                                          
|                      | By:                                      
|                      | Principal financial officer              



Dated: April 15, 2013



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 |  | April 15, 2013
|                 |  |          |  |               
|/s/ Yong Luo     |  | Director |  | April 15, 2013
|                 |  |          |  |               
|/s/ Jiong Zhang  |  | Director |  | April 15, 2013



28