[] [HIGHPOWER INTERNATIONAL, INC. Issuer AND [___________________________] Trustee INDENTURE Dated as of ____________, 20__ Senior Debt Securities TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.1 Definitions Of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation And Terms Of Securities 5 Section 2.2 Form Of Securities And Trustee’s Certificate 7 Section] [HIGHPOWER INTERNATIONAL, INC. Issuer AND [ Trustee INDENTURE Dated as of_______________, 20__ Subordinated Debt Securities TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.1 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation And Terms Of Securities 5 Section 2.2 Form of Securities and Trustee’s Certificate 7 Section 2.3] [K&L Gates LLP 10100 Santa Monica Boulevard Seventh Floor Los Angeles, CA 90067 T +1 310 552 5000 F +1 310 552 5001 klgates.com Highpower International, Inc. Building A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen, Guangdong, 518111 People’s Republic of China December 18, 2013 Re: Registration Statement on Form S-3 Ladies and Gentlemen: Company Registration Statement Commission Securities Act] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of Highpower International, Inc. and subsidiaries (the “Company”) on Form S-3 amendment No. 1 of our report dated April 1, 2013, with respect to our audits of the consolidated financial statements of the Company as of December 31, 2012 and 2011, and for]