APPENDIX; DETAILSOF BENCHMARK RATES

Exhibit 10.14

HSBC <LOGO>
Commercial Banking-GTRF Receivables Finance Division
CARM 150709/CM 150715

CONFIDENTIAL

Dear Sirs

Offer Letter - Invoice Discounting / Factoring Agreement

With reference to our recent discussions, we are pleased to offer to provide you with debts purchase services. The services will be made available to you on the terms and subject to conditions set out in this letter as well as in the Invoice Discounting / Factoring Agreement between you and us (incorporating, amongst other things, our Standard Conditions For Invoice Discounting / Factoring (“Standard Conditions”) (together constituting the “Invoice Discounting / Factoring Agreement”)). These services are subject to review at any time and, in any event by 15 July 2016.

This is the Offer Letter referred to in the Invoice Discounting / Factoring Agreement between you and us. An expression used in this letter shall have the meaning given to it in the Invoice Discounting / Factoring Agreement, if such expression appears there.

A.         SERVICES OFFERED BY THE BANK

E.          NOTICE OF ASSIGNMENT FOR DEBTS AND COLLECTION

1.          The Debts of all Customers will be purchased on a disclosed basis (that is, giving the notices of assignment for the Debts) except as otherwise agreed by us in writing.

2.          The Debts shall be collected and paid into the designated account maintained by you with us and held on trust for us. However, we have the overriding right at any time to direct any Debt to be paid directly to us.

F.          DOCUMENTS REQUIRED

1.          You shall provide us with the following documents in each case in the form and substance satisfactory to us:-

(a)        the Invoice Discounting / Factoring Agreement made between you and us;

(b)        a certified extract of your board resolutions approving and authorizing the execution, delivery and performance of this letter and the Invoice Discounting / Factoring Agreement and designating the Authorized Person(s) in connection with the Invoice Discounting / Factoring Agreement;

(c)        all security documents referred to in Section G below; and

(d)        such other documents, terms or evidence that we may require from time to time.

No request for any Prepayment may be submitted prior to our receipt of the above documents.

2.         The following supporting documents are required in relation to each Debt:-

(a)        A copy of the confirmed purchase order (if applicable);

(b)        A copy of the invoice endorsed with and/or accompanied by a note in the form approved by us stating our interest as assignee; and

(c)        Evidence of Delivery of the Goods satisfactory to us.

3.          If we agree, you may provide us with the lists of the Debts (which shall include the names of Customers, invoices numbers, invoices amounts, due dates of the Debts as well as such other information as required by us) in lieu of the copies of the invoices in respect of the Debts. Notwithstanding this, you shall at any time, upon request by us, promptly provide us with the copies of the invoices evidencing the Debts.

G.         SECURITY AND OTHER DOCUMENTATION

As security for your obligations and liabilities to us under, inter alia, this letter and the Invoice Discounting / Factoring Agreement, we require to hold the following:-

I.          A Guarantee (limited to USD8,000,000.-) together with default interest and other costs and expenses from Shenzhen Highpower Technology Co Ltd, Springpower Technology (Shenzhen) Co Ltd and Huizhou Highpower Technology Co. Ltd together with Board Resolution in substantially the form of that enclosed with this facility letter. We enclose our standard form of Guarantee for your completion and return.

G.         SECURITY AND OTHER DOCUMENTATION (CONT’D)

2.          A Guarantee (limited to USD8,000,000.-) together with default interest and other costs and expenses from Pan Dangyu. We enclose our standard form of Guarantee for your completion and return.

3.          An assignment of credit insurance policy issued by Sinosure in favour of our Bank for the factored customers. Any changes to insurer’s cover must be notified to us immediately.

To comply with the Code of Banking Practice and guidance given by the Courts, the Bank needs to obtain your consent before it can provide a copy or summary of the facility, or information on your outstanding liabilities to the Bank, to any guarantor or other third party providing security (the “Surety”) or to the Surety’s advisors. In addition, if the Bank is obliged to make any formal demand for repayment because you have failed to settle an amount due following our customary reminder, the Bank will also need to provide the Surety with a copy of its demand letter. Whether or not the Bank has made the demand, the Bank will also need to provide the Surety with a copy of the latest statement of account and/or to give the Surety details of your outstanding liabilities to the Bank, whether actual or contingent. By accepting this letter, you are deemed to have consented to the Bank providing any of the aforesaid documents or information to the Surety, to the Surety’s solicitors and other professional advisers. Please note that if this consent is not given, the Bank will be unable to proceed with the transaction.

Please note that all costs and expenses (including legal fees) incurred by us in connection with the extension of these facilities and any matters arising therefrom are to be reimbursed by you on demand.

H.         SPECIAL TERMS

1.          Please note that Section 83 of the Banking Ordinance has imposed on us as a bank certain limitations on transactions with persons related to our directors or employees. In acknowledging this letter, you should advise us whether you are in any way related to any of our directors or employees within the meaning of Section 83 and in the absence of such advice we will assume that you are not so related. We would also ask, should you become so related subsequent to acknowledging this letter, that you immediately advise us in writing.

2.          Unless expressed in writing from you to the contrary, we may provide any information relating to any of your accounts with us and any facilities we may provide to you from time to time or their conduct or any other information concerning your relationship with us to any other company or office which at the relevant time belongs to or is part of the HSBC Group.

3.          Please note that our standard service charges arc stipulated in the Bank’s Tariff which is accessible at http://www.commercial.hsbc.com.hk/l/2/commercial/customer_service/tariffs. We will provide you with a hard copy of the Tariff at your request.

4.          This letter is governed by and construed in accordance with the laws of Hong Kong.

5.          In the event from time to time that the actual amount of Prepayment (as defined in the Invoice Discounting/ Factoring Agreement) exceeds the Availability, we may, at our sole and absolute discretion, debit such excess amount from your account(s) maintained with us.

6.          First drawdown is subject to successful pre-ledgcr debt verification with buyers or first buyer payment to the trustee account, whichever is earlier.

H.         SPECIAL TERMS (CON’T)

7.          Acknowledgement of notification letter from your customer(s) is required.

8.          All invoices billed to the factored buyers must bear our standard assignment clause

9.          Copies of all invoices billed to the factored buyers must be submitted to HSBC within 30 days after issuance, along with the relevant Proof of Delivery (POD) and Purchase Orders (if any).

10.        No selective assignment, i.e. all invoices including credit notes and debit notes to the proposed factoring buyers have to be assigned to HSBC.

11.        Sample invoices/ tooling invoices and debit notes will be excluded for financing.

12.        Contacts (valid email addresses and mailing addresses) of the factored buyers must be provided to us for debt verification and collection purposes.

13.        Notification letters (format and wording to be supplied by us) to your customer(s) shall be prepared under your company’s letterhead and returned to us for our despatch.

14.        You will be required for so long as these facilities are available to you to comply with the following undertaking(s)/covenant(s). Your compliance or otherwise with the following undertaking(s) /covenant(s) will not in any way prejudice or affect our right to suspend, withdraw or make demand in respect of the whole or any part of the facilities made available to you at any time. By signing this letter, you expressly acknowledge that we may suspend, withdraw or make demand for repayment of the whole or any part of the facilities at any time notwithstanding the fact that the following undertaking(s)/covenant(s)are included in this letter and whether or not you are in breach of any such undertaking(s)/covenant(s).

The Borrower, Hong Kong Highpower Technology Co Limited, hereby undertakes factored turnover of no less than USD10,000,000.- per annum. Otherwise, commitment fee equal to the shortfall amount (i.e. USD10,000,000.- minus factored invoice volume) times service charge of 0.15% on invoice value will be borne by the Client and calculated on pro-rata basis at the end of each quarter. Any applicable commitment fee will be added to the FIU balance not later than 15th day of the following month. Refund of commitment fee will be arranged if the minimum undertaking requirement for USD10,000,000.- can be met in 12 months from the facility commencement.

A set up fee of USD5,000.- will be charged to the debit of your current account upon receipt of your acceptance to this offer letter.

Please arrange for your authorised signatories to sign and return to us the duplicate copy of this letter with Appendix to signify your understanding and acceptance of the terms and conditions under which debts purchase services are offered.

This offer will remain open for acceptance until the close of business on 22 September 2015 and if not accepted by that date will be deemed to have lapsed.

We look forward to the development of a mutually beneficial and lasting relationship.

Yours faithfully For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited

Vice President /ac

End

We agree to and accept all the terms and conditions set out above. For and on behalf of

Hong Kong Highpower Technology Co Limited

APPENDIX; DETAILS OF BENCHMARK RATES

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