UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
China Hydroelectric Corporation
(Name of Issuer)
Ordinary Shares, $0.001 par value per share**
American Depositary Shares
(Title of Class of Securities)
16949D101***
(CUSIP Number)
NewQuest Asia Fund I (G.P.) Ltd.
c/o Walkers Corporate Services Limited
Walker House
87 Mary Street, George Town
Grand Cayman, Cayman Islands KY1-9005
September 7, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
** | Not for trading, but in connection with the registration of American Depositary Shares, each representing 3 ordinary shares. |
*** | CUSIP number of the American Depositary Shares. |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
NewQuest Capital Management (Cayman) Limited | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
38,744,395 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
NewQuest Asia Fund I (G.P.) Ltd. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
38,744,395 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
38,744,395 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
NewQuest Asia Fund I, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC, AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
HC, PN |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
CPI Ballpark Investments Ltd | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF, WC, OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Republic of Mauritius | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
38,744,395 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
38,744,395 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
OO |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Swiss Re Financial Products Corporation (Swiss Re) | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC, AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
10,114,508 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
10,114,508 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
China Environment Fund III, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC, AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
7,838,5951 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
7,838,5951 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
PN |
1 China Environment Fund III Management, L.P. (CEF III Management), the general partner of China Environmental Fund III, L.P. (CEF III) and China Environment Fund III Holdings Ltd. (CEF III Holdings), the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and Messrs. Donald C. Ye, Shelby Chen, Michael Li, Larry Zhang and Ian Zhu, who comprise the members of the CEF III Investment Committee (the CEF III Investment Committee Members), may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
China Environment Fund III Management, L.P. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
7,838,5952 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
7,838,5952 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
PN |
2 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
China Environment Fund III Holdings Ltd. | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
7,838,5953 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
7,838,5953 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
OO |
3 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Donald C. Ye | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,8984 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
IN |
4 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Shelby Chen | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,8985 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
IN |
5 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Michael Li | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Canada | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,8986 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
IN |
6 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Larry Zhang | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
The Peoples Republic of China | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,8987 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
IN |
7 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Ian Zhu | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
66,040,8988 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
IN |
8 CEF III Management, the general partner of CEF III, and CEF III Holdings, the general partner of CEF III Management, may each be deemed to have sole power to vote these shares, and the CEF III Investment Committee Members may be deemed to have shared power to vote these shares.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Aqua Resources Fund Limited | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Guernsey, Channel Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
5,941,6139 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
5,941,6139 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
9 Includes 1,980,537 ADSs, representing 5,941,611 Ordinary Shares. In addition, Aqua Resources Asia Holding Limited (ARAHL) holds an additional 2 Ordinary Shares of the Company.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Aqua Resources Asia Holdings Limited | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
5,941,61310 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
5,941,61310 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
10 Includes 1,980,537 ADSs, representing 5,941,611 Ordinary Shares. In addition, ARAHL holds an additional 2 Ordinary Shares of the Company.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
FourWinds Capital Management | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
N/A | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
5,941,61311 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
11 Includes 1,980,537 ADSs, representing 5,941,611 Ordinary Shares. In addition, ARAHL holds an additional 2 Ordinary Shares of the Company.
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Abrax | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC, AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Hong Kong | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
2,316,004 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
2,316,004 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
PN |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
Abrax Limited | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
AF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Hong Kong | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
2,316,004 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
2,316,00414 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
CUSIP No. 16949D101 |
(1) |
Names of reporting persons
IWU International Ltd. (IWU) | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) þ
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
1,085,783 | ||||
(8) | Shared voting power
66,040,898 | |||||
(9) | Sole dispositive power
1,085,783 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
66,040,898 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
40.8% | |||||
(14) |
Type of reporting person (see instructions)
CO |
This Amendment No. 5 relates to the Schedule 13D filed with the Securities and Exchange Commission on April 19, 2011 and amended on April 25, 2011, August 21, 2012, August 30, 2012 and September 5, 2012 (as so amended, the Original 13D), by the Reporting Persons named therein. Capitalized terms used but not defined herein shall have the meaning set forth in the Original 13D. Except as set forth herein, the Original 13D is unmodified.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On September 6, the Company issued a press release, which was furnished as Exhibit 99.1 to a Form 6-K filed by the Company on September 6, 2012. On September 7, 2012, the Consortium responded by issuing a press release (the Shareholder Press Release). A copy of the Shareholder Press Release is attached hereto as Exhibit 99.1, and is incorporated into this Item 4 by reference.
Item 7. Material to be Filed as Exhibits.
The following are filed as exhibits hereto:
Exhibit |
Description of Exhibit | |
99.1 | Shareholder Press Release, dated September 7, 2012 (furnished herewith). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | NEWQUEST CAPITAL MANAGEMENT (CAYMAN) LIMITED | |||||
By: | /s/ Randhirsingh Juddoo | |||||
Name: | Randhirsingh Juddoo | |||||
Title: | Director | |||||
NEWQUEST ASIA FUND I (G.P.) LTD. | ||||||
By: | /s/ Darren Massara | |||||
Name: | Darren Massara | |||||
Title: | Director | |||||
By: | /s/ Randhirsingh Juddoo | |||||
Name: | Randhirsingh Juddoo | |||||
Title: | Director | |||||
NEWQUEST ASIA FUND I, L.P. | ||||||
By: NewQuest Asia Fund I (G.P.) Ltd. | ||||||
By: | /s/ Darren Massara | |||||
Name: | Darren Massara | |||||
Title: | Director | |||||
By: | /s/ Randhirsingh Juddoo | |||||
Name: | Randhirsingh Juddoo | |||||
Title: | Director | |||||
CPI BALLPARK INVESTMENTS LTD | ||||||
By: | /s/ Georges A. Robert | |||||
Name: | Georges A. Robert | |||||
Title: | Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | SWISS RE FINANCIAL PRODUCTS CORPORATION | |||||
By: | /s/ Hank Chance | |||||
Name: Hank Chance | ||||||
Title: Authorized Signatory |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | CHINA ENVIRONMENT FUND III, L.P. | |||||
By: China Environment Fund III Management, L.P., its general partner | ||||||
By: China Environment Fund III Holdings Ltd., its general partner | ||||||
By: | /s/ Yun Pun Wong | |||||
Name: Yun Pun Wong | ||||||
Title: Authorized signatory | ||||||
Date: September 10, 2012 | CHINA ENVIRONMENT FUND III MANAGEMENT, L.P. | |||||
By: China Environment Fund III Holdings Ltd., its general partner | ||||||
By: | /s/ Yun Pun Wong | |||||
Name: Yun Pun Wong | ||||||
Title: Authorized signatory | ||||||
Date: September 10, 2012 | CHINA ENVIRONMENT FUND III HOLDINGS LTD. | |||||
By: | /s/ Yun Pun Wong | |||||
Name: Yun Pun Wong | ||||||
Title: Authorized signatory | ||||||
Date: September 10, 2012 | DONALD C. YE | |||||
By: | /s/ Donald C. Ye | |||||
Date: September 10, 2012 | SHELBY CHEN | |||||
By: | /s/ Shelby Chen | |||||
Date: September 10, 2012 | MICHAEL LI | |||||
By: | /s/ Michael Li | |||||
Date: September 10, 2012 | LARRY ZHANG | |||||
By: | /s/ Larry Zhang | |||||
Date: September 10, 2012 | IAN ZHU | |||||
By: | /s/ Ian Zhu |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | AQUA RESOURCES ASIA HOLDINGS LIMITED | |||||
By: | /s/ Kimberly Tara | |||||
Name: Kimberly Tara | ||||||
Title: Director | ||||||
Date: September 10, 2012 | AQUA RESOURCES FUND LIMITED | |||||
By: FourWinds Capital Management, its investment manager | ||||||
By: | /s/ Kimberly Tara | |||||
Name: Kimberly Tara | ||||||
Title: CEO, FourWinds Capital Management | ||||||
Date: September 10, 2012 | FOURWINDS CAPITAL MANAGEMENT | |||||
By: | /s/ Kimberly Tara | |||||
Name: Kimberly Tara | ||||||
Title: CEO, FourWinds Capital Management |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | ABRAX | |||||
By: | /s/ Manuel Salvisberg | |||||
Name: Manuel Salvisberg | ||||||
Title: Director | ||||||
Date: September 10, 2012 | ABRAX LIMITED | |||||
By: | /s/ Manuel Salvisberg | |||||
Name: Manuel Salvisberg | ||||||
Title: Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 10, 2012 | IWU INTERNATIONAL LTD. | |||||
By: | /s/ Li Wu Fehlmann | |||||
Name: Li Wu Fehlmann | ||||||
Title: Director |
Exhibit 99.1
Shareholder Group Sets Record Straight Regarding September 28, 2012 Extraordinary
General Meeting of China Hydroelectric Corporation Shareholders
Urge Fellow Shareholders to Vote on the White Proxy Card for the Election of Each of
Moonkyung Kim, Jui Kian Lim, Amit Gupta and Yun Pun Wong
NEW YORK, NEW YORK, September 7, 2012 CPI Ballpark Investments Ltd., Swiss Re Financial Products Corporation, China Environment Fund III, L.P., Aqua Resources Asia Holdings Limited, Abrax and IWU International Ltd. (collectively, the Shareholder Group) are issuing this statement to set the record straight with regard to the upcoming extraordinary general meeting (the EGM) of shareholders of China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the Company) to be held on September 28, 2012, and to correct various inaccurate remarks made by the Company in its September 6, 2012 press release.
| The Shareholder Group, which holds over 40% of the Companys voting power, has validly called the EGM for September 28, 2012 in accordance with its rights under Cayman Islands law and the Companys Articles of Association (the Articles). |
| The record date of August 29, 2012 (the Record Date) for determining shareholders entitled to vote at the EGM was determined strictly in accordance with the Articles, which provides unequivocally that the Record Date must occur on the day immediately preceding the date that the Shareholder Group delivered the notice of the EGM. |
| The requirement to notify the New York Stock Exchange of the setting of a record date for a meeting of shareholders is the Companys requirement alone. This requirement does not in any way diminish, restrict or otherwise affect the legal rights of the Shareholder Group to call the EGM and establish the record date pursuant to the Articles or Cayman Islands law. |
| The Shareholder Group believes that the time has come for an immediate change, given that the existing Board has already presided over an unprecedented and dramatic decline of the Companys stock price from $14.80 per ADS in January 2010 to $1.10 per ADS as of August 31, 2012. Delaying tactics, such as the attempt by the Company to call an annual meeting on October 19, 2012, can serve no purpose other than to create confusion among the shareholders and allow the existing board additional time to engage in further entrenchment schemes. |
| Contrary to the Companys statements, the Shareholder Group has been advised that Dr. Lin and Dr. Cao will fulfill their fiduciary duties for the best interest of the Company and its shareholders, and will continue to serve on the Board of Directors with the support of the majority of shareholders. |
The Shareholder Group reminds the shareholders of the Company that the EGM will be held on September 28, 2012, 9 a.m. Hong Kong time, at the offices of OMelveny & Myers, 31st Floor, AIA Central, 1 Connaught Road, Central, Hong Kong to consider the resolutions set forth in the amended and restated Notice of Extraordinary General Meeting of the Shareholders and Proxy Statement (the EGM Materials) delivered to the shareholders of the Company who are entitled to vote their Company shares at the EGM (and attached as Exhibit 99.3 to Amendment No 3. to the Schedule 13D filed by the Shareholder Group with the U.S. Securities and Exchange Commission on August 30, 2012). The Shareholder Group urges the shareholders to vote the WHITE proxy card distributed with the EGM Materials for the election of each of Moonkyung Kim, Jui Kian Lim, Amit Gupta, and Yun Pun Wong and the removal of John D. Kuhns, Richard H. Hochman, Shadron Lee Stastney, Anthony Dixon and Stephen Outerbridge.
For further information, please contact: |
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Investors: |
Media: | |
Innisfree M&A Incorporated |
Ryan Financial Communications | |
501 Madison Avenue, New York, NY 10022 |
13/F, Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong | |
Attn: Jonathan Salzberger |
Attn: Lauren Goble | |
Phone: (212) 750-5833 |
Phone: +852 3655 0512 | |
Email: jsalzberger@innisfreema.com |
Email: lauren@ryanfin.com |