UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
August 23, 2019
Via E-Mail
Katherine J. Blair, Esq.
Manatt, Phelps & Phillips, LLP
11355 Olympic Blvd.
Los Angeles, California 90064
Re: Highpower International, Inc.
Preliminary Statement on Schedule 14A
Filed on August 14, 2019
File No. 1-34098
Schedule 13E-3
Filed by Highpower International, Inc., Dang Yu Pan, Wen
Liang Li, Wen
Wei Ma, Essence International Financial Holdings Limited et.
al
Filed on August 14, 2019
File No. 5-82015
Dear Ms. Blair:
We have reviewed the above filings and have the following comments.
In some of our
comments, we may ask you to provide us with information so we may better
understand the
filing persons' disclosure.
Please respond to this letter by amending the filings, by providing
the requested
information, or by advising us when you will provide the requested response.
If you do not
believe our comments apply to the filing persons' facts and circumstances or
do not believe an
amendment is appropriate, please tell us why in your response.
After reviewing any amendments to the filings and the information you
provide in
response to these comments, we may have additional comments. All defined
terms used here
have the same meaning as in the preliminary proxy statement.
Preliminary Proxy Statement
Special Factors, page 18
1. We note disclosure on the following pages regarding Roth's
discussions with the Special
Committee related to the Rule 13e-3 transaction:
page 20 (describing the April 28 telephonic meeting)
Katherine J. Blair, Esq.
Manatt, Phelps & Phillips, LLP
Page 2
page 21 (describing the May 20 telephonic meeting)
page 22 (describing the May 28 telephonic meeting)
page 23 (describing the June 7 telephonic meeting)
Each presentation, discussion, or report held with or presented by the
financial advisor,
whether oral or written, is a separate report that requires a reasonably
detailed description
meeting the requirements of Item 1015 of Regulation M-A. This
requirement applies to
both preliminary and final reports. While it appears the above pages
include summaries
of all presentations made by Roth during the special committee's and
board's evaluation
of the transaction, please file any written materials, if applicable, as
exhibits to the
Schedule 13E-3 pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of
Regulation M-
A that have not already been filed as exhibits. Refer to Meyers Parking,
Rel. 34-26069
(Sep. 12, 1980) and Charles Ephraim (Sep. 30, 1987).
Recommendation of the Board of Directors, page 29
2. We note the disclosure on page 29 that the Board
"[u]nanimously...determined that the
transactions contemplated by the Merger Agreement...are fair to, and in
the best interests
of, the Company and the Company's stockholders." Please revise your
disclosure to
expressly state whether or not the Board reasonably believes that the
Rule 13e-3
transaction is fair or unfair to unaffiliated security holders. Refer to
Item 1014(a).
3. We note disclosure in several locations of the proxy statement that
references fairness in
the context of "Public Stockholders," defined to mean stockholders other
than the Buyer
Group. Please note that the staff considers officers and directors of
the Company to be
affiliates when considering whether such reference is sufficiently
specific to satisfy Item
1014(a) of Regulation M-A. Please refer to the definition of "affiliate"
in Exchange Act
Rule 13e-3(a)(1). In responding to this comment, please refer to the
preceding comment
and consider whether such term applies to any other directors and
officers of the
Company or its affiliates who are not necessarily members of the Buyer
Group or their
affiliates. Disclosure regarding the Board's fairness determination with
respect to Public
Stockholders, as opposed to unaffiliated stockholders, may not
necessarily satisfy Item 8
of Schedule 13E-3.
4. Disclosure on page 29 indicates that in the course of making its
determinations, the Board
considered the financial analyses of Roth and the opinion of Roth, dated
June 26, 2019, to
the Special Committee with respect to the fairness, from a financial
point of view, of the
consideration to be paid to the Public Stockholders, in the Merger. In
responding to this
comment, please refer to the two preceding comments and advise how the
Board was
able to reach the fairness determination as to unaffiliated security
holders, given that the
financial advisor's fairness opinion addressed fairness with respect to
Public
Stockholders, rather than all security holders unaffiliated with the
Company.
5. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person's fairness determination and should be discussed
in reasonable
Katherine J. Blair, Esq.
Manatt, Phelps & Phillips, LLP
Page 3
detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
13, 1981). Given the Board's adoption of the Special Committee's
analyses, please
revise this section to either include the factors described in clauses
(iv), (vi) and (viii) of
Instruction 2 to Item 1014 and Item 1014(c) and (e) or explain why such
factors were not
deemed material or relevant. If the procedural safeguards in Item
1014(c) and 1014(e)
were not considered, please explain why the parties believe the Rule
13e-3 transaction is
fair in the absence of such safeguard. In responding this comment with
respect to
1014(c), please refer to our comment above regarding the definition of
"Public
Stockholders."
Position of the Buyer Group..., page 38
6. Refer to the preceding comment. Please revise this section to either
include the factors
described in Item 1014(c) and (e) or explain why such factors were not
deemed material
or relevant. If the procedural safeguards in Item 1014(c) and 1014(e)
were not
considered, please explain why the parties believe the Rule 13e-3
transaction is fair in the
absence of such safeguard. In responding this comment with respect to
1014(c), please
refer to our comment above regarding the definition of "Public
Stockholders."
* * * *
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.
Sincerely,
/s/ Perry J.
Hindin
Perry J. Hindin
Special Counsel
Office of Mergers
& Acquisitions