UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 5, 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. 4 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 and August 30, 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 August 31, 2012, the Consortium received a letter from DLA Piper LLP, counsel to the Company, which was furnished as exhibit 99.1 to the Form 6-K, filed by the Company on August 31, 2012. On September 5, 2012, OMelveny & Myers LLP, on behalf of the Consortium, responded with a letter to DLA Piper LLP (the Response Letter). A copy of the Response Letter 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 exhibits are filed as exhibits hereto:
Exhibit |
Description of Exhibit | |
99.1 | Letter from OMelveny & Myers LLP, on behalf of the Consortium, dated September 5, 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 5, 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 5, 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 5, 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 5, 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 5, 2012 | CHINA ENVIRONMENT FUND III HOLDINGS LTD. | |||||
By: | /s/ Yun Pun Wong | |||||
Name: Yun Pun Wong | ||||||
Title: Authorized signatory | ||||||
Date: September 5, 2012 | DONALD C. YE | |||||
By: | /s/ Donald C. Ye | |||||
Date: September 5, 2012 | SHELBY CHEN | |||||
By: | /s/ Shelby Chen | |||||
Date: September 5, 2012 | MICHAEL LI | |||||
By: | /s/ Michael Li | |||||
Date: September 5, 2012 | LARRY ZHANG | |||||
By: | /s/ Larry Zhang | |||||
Date: September 5, 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 5, 2012 | AQUA RESOURCES ASIA HOLDINGS LIMITED | |||||
By: | /s/ Kimberly Tara | |||||
Name: Kimberly Tara | ||||||
Title: Director | ||||||
Date: September 5, 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 5, 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 5, 2012 | ABRAX | |||||
By: | /s/ Manuel Salvisberg | |||||
Name: Manuel Salvisberg | ||||||
Title: Director | ||||||
Date: September 5, 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 5, 2012 | IWU INTERNATIONAL LTD. | |||||
By: | /s/ Li Wu Fehlmann | |||||
Name: Li Wu Fehlmann | ||||||
Title: Director |
Exhibit 99.1
September 5, 2012
DLA Piper LLP
1251 Avenue of the Americas, 27th Floor
New York, New York 10020-1104
Re: China Hydroelectric Corporation (the Company)
Dear Mr. Klein and Mr. Altman:
On behalf of CPI Ballpark Investments Ltd. (CPI), Swiss Re Financial Products Corporation (Swiss Re), China Environment Fund, III L.P. (CEF), Aqua Resources Asia Holdings Limited (Aqua), Abrax and IWU International Ltd (IWU and together with CPI, Swiss Re, CEF, Aqua and Abrax, the Shareholder Group), all of which are and have been through the relevant period shareholders of the Company, we are writing to address various statements made in your letter, dated August 31, 2012, responding to the August 21, 2012 and August 30, 2012 letters (the Joint Letters) from the Shareholder Group to the Companys board of directors (the Board).
As previously disclosed in Amendments No. 2 and No 3. to the Schedule 13D filed by the Shareholder Group with the U.S. Securities and Exchange Commission on August 21, 2012 and August 30, 2012, respectively, the Shareholder Group holds over 40% of the Companys issued and outstanding share capital, either through ordinary shares, par value $0.001 (the Ordinary Shares) or the Companys American Depositary Shares, each of which represents three Ordinary Shares. In addition, as of August 30, 2012, the date on which the Shareholder Group formally called an Extraordinary General Meeting of the Company to be held on September 28, 2012 (the EGM), members of the Shareholder Group were record holders of at least one-third of the Companys issued and outstanding Ordinary Shares. If the Board disputes the Shareholder Groups shareholding, we hereby request the Company to provide its detailed register of members as of August 29, 2012 and the supporting calculations. Consequently, as advised by the Shareholder Groups Cayman Islands legal counsel, Conyers Dill & Pearman (Cayman Counsel), and pursuant to Article 59 of the Amended and Restated Articles of the Company (the Articles), which provides that [m]embers holding shares representing not less than one-third of the issued and outstanding share capital, may call extraordinary general meetings, the Shareholder Group, as of August 30, 2012, was entitled to and did validly call the EGM.
Furthermore, our Cayman Counsel has advised that the Shareholder Group has validly set the record date for the EGM pursuant to the Articles as August 29, 2012 (the Record Date), notwithstanding the statement in your August 31st letter that the establishment of a record date is squarely within the purview of the Board. Article 45 of the Articles provides that [i]f the Board does not fix a record date for any general meeting, the record date shall be set at the close of business on the day next preceding the day on which notice is given. Here, since notice of the EGM was given by the Shareholder Group on August 30, 2012, under Article 45 of the Articles, the Record Date is accordingly set as August 29, 2012. If, as you contend, the Board has the sole right to set the record date, even in cases in which the Board is not the entity charged with the right to call such general meeting (as is the case here), then the Board would be capable of eviscerating the explicit right of the shareholders to call an EGM pursuant to Article 59 of the Articles simply by refusing to set a record date. As advised by our Cayman Counsel, a Cayman Islands court would not interpret Article 59 to be meaningless so as to entrench the incumbent board, as you seek to argue.
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We are aware that Rule 204.21 of the Listed Company Manual of the New York Stock Exchange (the NYSE Listed Company Manual) requires that the Company provide advance notice to the New York Stock Exchange (the NYSE) of a record date for a general meeting of its shareholders. As stated in the NYSE Listed Company Manual, this obligation to inform the NYSE of the record date of a shareholder meeting is the obligation of the listed company alone, and it 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. If the Company is attempting to disenfranchise the Shareholder Group by relying on Rule 204.21, the Company will not be successful in that regard.
In summary, despite the various statements made to the contrary in your August 31st letter, on August 30, 2012, the Shareholder Group validly called an EGM to be held on September 28, 2012 and has properly established the record date for the EGM as August 29, 2012, in each case, in accordance with Cayman Islands law and the provisions Articles. Accordingly, on behalf of the Shareholder Group, we respectfully ask that you advise your client to refrain from engaging in any further corporate maneuvers or delays that are designed or could be expected to frustrate or deny the legitimate legal rights of the shareholders of the Company to call the EGM, including effecting or agreeing to effect any transactions designed to dilute the Shareholder Groups interest in the Company or otherwise compromise the Shareholder Groups ability to vote for and support the initiatives highlighted in their Joint Letters. Moreover, please also advise your client that any actions taken by management and/or the Board before the EGM that would diminish the value of the Company, change existing management, or entrench the existing Board, including without limitation, entering into contracts designed to give additional rights or compensation to management and/or the Board, would be deemed as against the interests of the Company and the Shareholder Group. The Shareholder Group intends to retain all of its rights in connection with these matters.
The Shareholder Group is confident that the Board will act in the best interests of the Company and continues to welcome the opportunity to engage directly with the Board to discuss the concerns and issues articulated in the Joint Letters. The Shareholder Group believes that an open channel of dialogue between the parties would be a far more effective means of addressing these issues than further exchange of letters between legal advisors, and therefore stands by ready and willing to have a frank and open conversation with the Board.
Sincerely,
OMelveny & Myers LLP
/s/ Nima Amini
Nima Amini
/s/ Stephanie Sheng
Stephanie Sheng
Enclosures
cc: | Mr. Amit Gupta |
Mr. Lung-Chi Lee
(NewQuest Capital Partners)
Christopher Bickley
Norman Hau
(Conyers Dill & Pearman)
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