UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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
October 2, 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
0 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
38,744,395 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
23.9% | |||||
(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
0 | |||||
(9) | Sole dispositive power
38,744,395 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
38,744,395 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
23.9% | |||||
(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
38,744,395 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
38,744,395 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
38,744,395 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
23.9% | |||||
(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
0 | |||||
(9) | Sole dispositive power
38,744,395 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
38,744,395 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
23.9% | |||||
(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
0 | |||||
(9) | Sole dispositive power
10,114,508 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
10,114,508 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
6.2% | |||||
(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
0 | |||||
(9) | Sole dispositive power
7,838,5951 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
0 | |||||
(9) | Sole dispositive power
7,838,5952 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
0 | |||||
(9) | Sole dispositive power
7,838,5953 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
7,838,5954 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
7,838,5955 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
7,838,5956 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
7,838,5957 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
7,838,5958 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
7,838,595 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
4.8% | |||||
(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
0 | |||||
(9) | Sole dispositive power
5,941,6139 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
5,941,613 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
3.7% | |||||
(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
0 | |||||
(9) | Sole dispositive power
5,941,61310 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
5,941,613 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
3.7% | |||||
(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
0 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
5,941,613 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
3.7% | |||||
(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
0 | |||||
(9) | Sole dispositive power
2,316,004 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
2,316,004 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
1.4% | |||||
(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
0 | |||||
(9) | Sole dispositive power
2,316,00414 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
2,316,004 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
1.4% | |||||
(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
0 | |||||
(9) | Sole dispositive power
1,085,783 | |||||
(10) | Shared dispositive power
0 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
1,085,783 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
Less than 1.0% | |||||
(14) |
Type of reporting person (see instructions)
CO |
This Amendment No. 10 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, September 5, 2012, September 10, 2012, September 12, 2012, September 17, 2012, September 20, 2012 and September 28, 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 2. | Identity and Background |
Item 2 is hereby amended to add the following:
As previously disclosed in the Original 13D, the Voting Agreement and the ARAHL Letter of Support, each dated August 21, 2012, were entered into for the purpose of, among other things, calling an extraordinary general meeting of the Company to seek representation on the Companys board of directors (the Board). Effective upon the closing of the EGM, the Voting Agreement and the ARAHL Letter of Support terminated. Accordingly, the individual members of the Consortium are no longer members of a Section 13(d) group with respect to securities of the Company.
Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
As previously disclosed in the Original 13D, the Voting Agreement and the ARAHL Letter of Support, each dated August 21, 2012, were entered into for the purpose of, among other things, calling an extraordinary general meeting of the Company to seek representation on the Companys board of directors (the Board). Effective upon the closing of the EGM , the Voting Agreement and the ARAHL Letter of Support terminated. Accordingly, the individual members of the Consortium are no longer members of a Section 13(d) group with respect to securities of the Company.
Members of the Consortium have entered into a settlement agreement (the Settlement Agreement), effective as of September 30, 2012, with the Company, certain of its affiliates and executive officers, and Vicis Capital, LLC (Vicis), relating to the proxy contest, the EGM and various related matters.
The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is attached hereto as Exhibit 99.2 and is incorporated into this Item 4 by reference.
On October 2, 2012, the Company issued a press release regarding the Settlement Agreement (the Settlement Press Release). A copy of the Settlement Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 4 by reference.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated to read as follows:
(a) The foregoing calculations of percentage ownership are based on 161,989,097 Ordinary Shares issued and outstanding as represented by the Company in its Annual Report on Form 20-F filed on April 27, 2012.
CPI and NewQuest:
CPI directly beneficially owns 38,744,395 Ordinary Shares, or approximately 23.9% of the Ordinary Shares. NewQuest, its sole general partner, NewQuest GP, and NewQuest Management, an investment manager of NewQuest GP, may be deemed to beneficially own such 38,744,395 Ordinary Shares, which represents approximately 23.9% of the Ordinary Shares.
Swiss Re:
Swiss Re directly beneficially owns 10,114,508 Ordinary Shares, or approximately 6.2% of the total outstanding Ordinary Shares of the Company.
CEF III:
CEF III directly beneficially owns 7,838,595 Ordinary Shares, or approximately 4.8% of the total outstanding Ordinary Shares of the Company. CEF III Management, the general partner of CEF III, CEF III Holdings, the general partner of CEF III Management, and the CEF III Investment Committee Members, may be deemed to beneficially own such 7,838,595 Ordinary Shares, or approximately 4.8% of the total outstanding Ordinary Shares of the Company.
ARAHL:
ARAHL directly beneficially owns: (i) 1,980,537 ADSs, representing 5,941,611 Ordinary Shares; and (ii) two Ordinary Shares, which together represents approximately 3.7% of the total outstanding Ordinary Shares of the Company. Aqua (the parent company of ARAHL), FWCM (the discretionary investment manager of Aqua), the non-executive directors of ARAHL and the members of the FWCM Aqua Investment Committee, may be deemed to beneficially own such: (i) 1,980,537 ADSs, representing 5,941,611 Ordinary Shares; and (ii) two Ordinary Shares, which together represents approximately 3.7% of the Ordinary Shares.
Abrax:
Abrax directly beneficially owns 2,316,004 Ordinary Shares, or approximately 1.4% of the total outstanding Ordinary Shares of the Company.
IWU:
IWU directly beneficially owns 1,085,783 Ordinary Shares, or approximately 0.7% of the total outstanding Ordinary Shares of the Company.
The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.
(b) Number of shares as to which each Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto.
(c) None of the Reporting Persons and, to the best of the Reporting Persons knowledge, none of the Listed Persons, has effected any transaction in the ADSs or Ordinary Shares during the past 60 days.
(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares that may be deemed to be beneficially owned by the Reporting Persons.
(e) As a result of the dissolution of the Section 13(d) group, each of CEF III, CEF III Management, CEF III Holdings, Donald Ye, Shelby Chen, Michael Li, Larry Zhang, Ian Zhu, Aqua, ARAHL, FWCM, Abrax, Abrax Limited, and IWU ceased to be a beneficial owner of more than 5% of the securities of the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Exhibit 99.1 and Exhibit 99.2 are hereby incorporated into this Item 6 by reference.
Item 7. Material to be Filed as Exhibits.
The following are filed as exhibits hereto:
Exhibit |
Description of Exhibit | |
99.1 | Settlement Press Release, dated October 2, 2012 (furnished herewith). | |
99.2 | Settlement Agreement, effective as of September 30, 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: October 2, 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: October 2, 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: October 2, 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: October 2, 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: October 2, 2012 | CHINA ENVIRONMENT FUND III HOLDINGS LTD. | |||||
By: | /s/ Yun Pun Wong | |||||
Name: Yun Pun Wong | ||||||
Title: Authorized signatory | ||||||
Date: October 2, 2012 | DONALD C. YE | |||||
By: | /s/ Donald C. Ye | |||||
Date: October 2, 2012 | SHELBY CHEN | |||||
By: | /s/ Shelby Chen | |||||
Date: October 2, 2012 | MICHAEL LI | |||||
By: | /s/ Michael Li | |||||
Date: October 2, 2012 | LARRY ZHANG | |||||
By: | /s/ Larry Zhang | |||||
Date: October 2, 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: October 2, 2012 | AQUA RESOURCES ASIA HOLDINGS LIMITED | |||||
By: | /s/ Kimberly Tara | |||||
Name: Kimberly Tara | ||||||
Title: Director | ||||||
Date: October 2, 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: October 2, 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: October 2, 2012 | ABRAX | |||||
By: | /s/ Manuel Salvisberg | |||||
Name: Manuel Salvisberg | ||||||
Title: Director | ||||||
Date: October 2, 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: October 2, 2012 | IWU INTERNATIONAL LTD. | |||||
By: | /s/ Li Wu Fehlmann | |||||
Name: Li Wu Fehlmann | ||||||
Title: Director |
Exhibit 99.1
China Hydroelectric Corporation Announces Settlement Agreement Relating to Proxy Contest
Settlement Agreement Provides for Cooperation and Smooth Transition of the Company to the New Board of Directors
NEW YORK, October 2, 2012 /PRNewswire-Asia-FirstCall/ China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the Company), an owner, developer and operator of small hydroelectric power projects in the Peoples Republic of China, today announced that it, together with certain of its affiliates and executive officers, and Vicis Capital, LLC (Vicis), entered into a settlement agreement (the Settlement Agreement), effective as of September 30, 2012, with CPI Ballpark Investments Ltd., Swiss Re Financial Products Corporation, China Environment Fund III, L.P., Aqua Resources Asia Holdings Limited, Abrax, IWU International Ltd., and certain of their affiliates (collectively, the Shareholder Group), relating to the proxy contest, the extraordinary general meeting of the Company that was held on September 28, 2012 (the EGM) and various related matters. The Settlement Agreement provides that, among other things:
| Effective as of September 28, 2012, the board of directors of the Company (the Board) is comprised of Amit Gupta, Moonkyung Kim, Jui Kian Lim, Yun Pun Wong, Dr. You-Su Lin and Dr. Yong Cao. Within one business day of the execution of the Settlement Agreement, Shadron Stastney will be appointed to the Board. The settlement agreement contemplates that Dr. Yong Cao will resign from the Board, although Dr. Cao is not a party to the settlement agreement and has not agreed to resign. When a new CEO is selected, such CEO will also be appointed to the Board. John D. Kuhns, Richard H. Hochman, Anthony H. Dixon and Stephen Outerbridge are no longer directors of the Company. |
| The parties to the Settlement Agreement have agreed to cooperate to smoothly transition governance of the Company to the new Board. Each of the parties to the settlement agreement have also agreed to a mutual release of claims, including an agreement not to challenge the validity of the EGM. |
| Effective as of September 30, 2012, each of Mr. Kuhns and Ms. Mary Fellows resigned from their positions as Chief Executive Officer, and Executive Vice President, Chief Compliance Officer and Corporate Secretary, respectively, of the Company. Mr. Kuhns and Ms. Fellows have each agreed to serve as senior advisors to the Board until December 15, 2012. Mr. Kuhns and Ms. Fellows will be subject to certain standstill restrictions through the 2017 Annual General Meeting of Shareholders, which restrictions may terminate earlier if certain agreed upon payments to them are not timely made by the Company. |
| Vicis Capital, LLC will be subject to certain standstill restrictions through the earlier of ninety days after Mr. Stastney (or any other director appointed by Vicis) ceases to be on the Board and the 2015 Annual General Meeting of Shareholders. During this period, Vicis and certain members of the Shareholder Group will have certain pro rata rights to participate in future private placements of the Companys securities. |
| The Company has agreed to reimburse the Shareholder Groups out-of-pocket fees and expenses in connection with the proxy contest and related litigation. |
We are pleased that this matter has been resolved and look forward to working productively to address the issues facing the Company stated Mr. Gupta, on behalf of the new members of the Board. We believe that the agreed upon resolution of the election contest delivers a clear result that will allow a smooth transition and permit the new board to focus its full attention on implementing a strategic plan and delivering value to the shareholders.
About China Hydroelectric Corporation
China Hydroelectric Corporation (NYSE: CHC, CHCWS) (the Company) is an owner and operator of small hydroelectric power projects in China. Through its geographically diverse portfolio of operating assets, the Company generates and sells electric power to local power grids. Led by an international management team, the Companys primary business is to identify, evaluate, acquire, develop, construct and finance hydroelectric power projects. The Company currently owns 26 operating hydropower stations in China with total installed capacity of 548 MW, of which it acquired 22 operating stations and constructed four. These hydroelectric power projects are located in four provinces: Zhejiang, Fujian, Yunnan and Sichuan. Hydropower is an important factor in meeting Chinas electric power needs, accounting for approximately 22% of total nation-wide capacity.
For further information about China Hydroelectric Corporation, please visit the Companys website at http://www.chinahydroelectric.com.
For further information, please contact:
Company:
John E. Donahue, VP of Investor Relations
Phone: +1-646-467-9810
Email: john.donahue@chinahydroelectric.com
Scott Powell, Senior Vice President
MZ Group
Phone: +1-212-301-7130
Email: scott.powell@mzgroup.us
Exhibit 99.2
Settlement Agreement
This Settlement Agreement (this Agreement) is effective as of September 30, 2012 (the Effective Date) by and among the parties signatory hereto.
RECITALS
The undersigned parties desire to enter into this Agreement in settlement of various differences the parties have with respect to the EGM (as defined below) called by certain members of the Shareholder Group and various related matters. For purposes of this Agreement, the Shareholder Group is defined collectively as the entities and individuals listed on Annex A hereto.
NOW THEREFORE, in consideration of the foregoing recitals and the provisions set forth herein, the validity and sufficiency of which the Parties acknowledge, the parties agree as follows.
New Board
1. | Board Governance. Following the EGM, the board of directors (the Board) of China Hydroelectric Corporation (the Company) shall be comprised of the following directors: |
a. | Moonkyung Kim, Jui Kian Lim, Amit Gupta and Yun Pun Wong as new directors; |
b. | Dr. Lin as a remaining director; |
c. | Shadron Stastney. Within one business day following the Effective Date, the Board shall appoint Shadron Stastney to fill a vacancy in the Board as a Class I director with a term expiring at the 2013 annual general meeting of shareholders; and |
d. | the new CEO of the Company, when selected by the Board. |
Mr. Kuhns, Mr. Hochman, Mr. Outerbridge, and Mr. Dixon hereby agree that they are no longer directors of the Company as a result of the vote at the EGM. Within one business day following the Effective Date, Dr. Cao shall resign from the Board. Dr. Cao, Mr. Kuhns, Mr. Hochman, Mr. Outerbridge and Mr. Dixon shall be collectively referred to in this Agreement as the Departing Directors. The Company hereby agrees to pay to the Departing Directors in the ordinary course any accrued and unpaid directors fees through the date of the EGM. The Board members listed above agree to vote in favor of any resolutions necessary to achieve the agreed upon Board composition.
The Company
2. | Dismissal of Litigation. The Company will dismiss all pending claims (including, for this purpose, claims that have been dismissed without prejudice), against the members of the Shareholder Group, with prejudice not later than the next business day following the Effective Date. |
3. | EGM: The Company, Vicis Capital, LLC (Vicis), the Departing Directors, the remaining directors, John Kuhns and Mary Fellows hereby acknowledge and will not challenge the validity of the September 28, 2012 extraordinary general meeting of the Company (the EGM), from and after the date hereof. |
4. | Expense Reimbursement. The Departing Directors have approved the Companys reimbursement of the Shareholder Groups out-of-pocket fees and expenses in connection with the proxy contest and related litigation. Prior to the EGM, the Company has agreed, and the new Board shall ratify the agreement of the Company, to pay, in US dollars, promptly upon receipt of invoices therefor (and to use reasonable best efforts to remit currency to the US for such purpose), the out-of-pocket fees and expenses of the Company in connection with the proxy contest and related litigation, including those of Morgan Stanley & Co., DLA Piper, Hunton & Williams, LLP, Applebys and Morrow & Co. |
Senior Management
5. | Promptly following execution of this Agreement, John Kuhns and Mary Fellows (Fellows and Kuhns, collectively defined for purposes of this Agreement as Senior Management) shall each resign from their current executive officer positions and any and all other positions with the Company and each of its direct or indirect subsidiaries (Subsidiaries) on or prior to 5pm Eastern Standard Time on September 30, 2012 and agree to serve as senior advisors to the Board until December 15, 2012 for total advisory fees (for the period October 1, 2012 to December 15, 2012) of US$125,000 and US$65,000, respectively, in accordance with current payroll practices, and shall be reimbursed and/or advanced any travel expenses incurred at the Companys request. |
a. | After completion of their advisory roles, the Company shall pay a total sum of US$1,250,000 and US$500,000, to John Kuhns and Mary Fellows, respectively, which such amounts shall be paid in US dollars in cash in twenty-four (24) equal monthly installments, commencing January 15, 2013. The payment of the advisory fees and the amounts set forth in this clause shall be in full and final satisfaction of all of the Companys and any of its Subsidiaries or controlled affiliates obligations to each of John Kuhns and Mary Fellows (including under their respective employment agreements), except for any indemnification or advancement rights contained in the Companys Amended and Restated Memorandum and Articles of Association or agreements that are otherwise publicly disclosed in filings with the Securities and Exchange Commission, which are preserved. |
b. | All unvested options allotted to John Kuhns and Mary Fellows will expire and all vested options must be exercised within 90 days from December 15, 2012. |
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c. | The current employment agreements between the Company, on the one hand, and John Kuhns and Mary Fellows, respectively, on the other hand, are terminated, except for their indemnification provisions and provisions relating to the executives post-termination obligations as set forth under the employment agreements. |
d. | For the avoidance of doubt, the members of the Shareholder Group have no payment obligations under this Section 5. |
6. | Senior Management Standstill / Mutual Cooperation. From the date hereof through the earlier of (x) forty-five (45) days following any failure to make a payment due in 2012 or 2013 under paragraph 5; (y) January 29, 2015, in the event that the Company has failed to pay John Kuhns an aggregate amount of US$1,250,000 or Mary Fellows an aggregate amount of US$500,000 (in each case excluding the advisory fees payable pursuant to Section 5 above) on or prior to January 29, 2015; or (z) the 2017 Annual General Meeting of Shareholders of the Company, which shall be held no later than October 31, 2017 (the Management Standstill Period) and without the consent of the Board, none of the members of Senior Management, shall directly or indirectly (through their respective affiliates or related parties): |
a. | engage in any solicitation of proxies, consent or other authority to vote any share capital of the Company; |
b. | make, initiate, solicit or submit a proposal (public or otherwise) for, or offer of (with or without conditions), any tender offer or exchange offer, merger, acquisition, business combination, restructuring, recapitalization, take private or similar transaction with respect to the Company or any of its Subsidiaries; |
c. | take any action to remove or oppose the election or re-election of any of the members of the board of the Company proposed by the Shareholder Group or the Board, including any action to seek to change the size or composition of the Board; |
d. | make false statements in a public forum regarding the Company, its past or present officers or its directors, the Shareholder Group or its or their respective officers or employees; |
e. | take any action, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company or any of its Subsidiaries; |
f. | propose any matter for submission to a vote of shareholders of the Company or call or seek to call a meeting of the shareholders of the Company; |
g. | form, join or in any way engage in discussions relating to the formation of, or in any way participate in, any group with respect to the Companys shares; and |
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h. | acquire, individually or in the aggregate, beneficial ownership of ordinary shares of the Company, directly or indirectly, including through ownership of ADSs, in excess of 30% of the issued and outstanding ordinary shares of the Company. |
Vicis
7. | Vicis Standstill/Mutual Cooperation. From the date hereof through the earlier of (i) the day that is ninety (90) days after the date on which Shadron Stastney (or any other director appointed by Vicis) ceases to be on the Board and (ii) the date of the 2015 Annual General Meeting of Shareholders, which shall be held no later than October 31, 2015 (the period ending on the earlier of (i) or (ii), the Vicis Standstill Period) and without the consent of the Board, Vicis shall not directly or indirectly (through its respective affiliates, employees or related parties): |
a. | engage in any solicitation of proxies, consent or other authority to vote any share capital of the Company; |
b. | take any action to remove or oppose the election or re-election of any of the members of the board of the Company proposed by the Shareholder Group or the Board, including any action to seek to change the size or composition of the Board or otherwise seek to expand the its representation on the Board; |
c. | call or seek to call a meeting of the shareholders of the Company; |
d. | make false statements in a public forum regarding the Company, its past or present officers or its directors, the Shareholder Group or its or their respective officers or employees; and |
e. | form, join or in any way engage in discussions relating to the formation of, or in any way participate in, any group with respect to the Companys shares. |
Notwithstanding anything to the contrary contained herein, nothing in the foregoing clauses (a) - (e) above will restrict the manner in which any director affiliated with Vicis may (1) vote on any matter submitted for consideration by the Board or the shareholders of the Company, (2) participate in deliberations or discussions of the Board (including making suggestions or raising issues to the Board) in their capacity as members of the Board, or (3) take any other actions that will allow them to exercise their fiduciary duties and obligations as directors of the Company.
8. Preemptive Rights. Vicis and each member of the Shareholder Group shall have the right to participate pro rata in any sale of equity securities by the Company during the Vicis Standstill Period, for so long as such party shall beneficially own fifteen percent (15%) or more of the outstanding Ordinary Shares (directly or indirectly, including through ownership of ADSs); provided that such pre-emptive right shall not apply to the sale of equity securities (i) issued in connection with a business combination involving the Company, including by merger, consolidation, stock purchase or otherwise, (ii) issued in connection with an underwritten registered public offering under the Securities Act of 1933, (iii) issued in connection with a Rule 144A offering led by an investment bank or (iv) to officers, directors and employees of the
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Company pursuant to stock grants, option plans, purchase plans and other employee stock incentive programs or arrangements approved by the board of directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement.
9. Transition. Each of the Company and the members of the Shareholder Group, Vicis, the current Board and Senior Management shall cooperate to smoothly transition governance of the Company to the new Board, including without limitation, (a) preservation and transfer of all corporate documents, (b) transfer of control of the bank accounts (and all account information) and replacement of authorized signatories, (c) resignations and appointments of board members and/or legal representatives of the Companys Subsidiaries, (d) disclosure, unwinding and termination of all the related party contracts, which shall include without limitation, the office lease agreements in the U.S. and China between the Company and parties related to John Kuhns, and any other agreements between the Company or its Subsidiaries on the one hand, and Senior Management or parties related to Senior Management on the other hand, all as determined in good faith by the new Board, (e) furnishing information relating to all existing and past business discussions with any third party that is not currently disclosed and (f) all such other matters with respect to the transition of the business reasonably requested by the new Board.
10. Further Assurance. Each of the Company and the members of the Shareholder Group, Vicis, the current Board and the Senior Management agree to co-operate, perform all such further acts and things and execute and deliver all such other agreements, instruments and documents as reasonably necessary to implement each of the items agreed in this Agreement.
11. Mutual Release. (i) the Company, Senior Management, Departing Directors and Vicis (on behalf of themselves and each of their officers, directors, partners, shareholders, employees, agents and affiliates) shall forever fully release, discharge and hold harmless each member of the Shareholder Group (and each of their respective officers, directors, partners, shareholders, employees, agents and affiliates, solely in their capacities as such), and (ii) the Company and each member of the Shareholder Group (on behalf of itself and each of its officers and directors) shall forever fully release, discharge and hold harmless Senior Management, Departing Directors, and Vicis (and each of their officers, directors, partners, shareholders, employees, agents and affiliates, solely in their capacities as such), in each case from and against any and all known or unknown, present or future, fixed or contingent claims of any nature whatsoever arising out of actions, events or omissions occurring on or prior to the Effective Date and which relate, directly or indirectly, to the Company, any investments in the Company, any such persons services, compensation or benefits while affiliated with the Company, or any payments by the Company to any such person released pursuant to this Section 11 (and specifically excluding for the sake of clarity any obligations of the parties arising out of this Agreement) (collectively, Claims). Notwithstanding the foregoing, Claims against any party (and, as applicable, such partys officers, directors, partners, shareholders, employees, agents and affiliates, solely in their capacities as such) set forth above in this Section 11 shall not be released pursuant to this Agreement or otherwise unless such party is signatory to this Agreement.
12. Governing Law. This agreement is governed by New York law and all legal proceedings regarding its terms, the parties rights hereunder, or any alleged breach, shall be brought exclusively in New York County, New York, with each party agreeing to consent to personal jurisdiction, to waive any defense of inconvenient forum, to accept service of process via first
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class mail and Federal Express and further agreeing to waive trial by jury. Each of the parties hereto agrees that, in the event of a breach or threatened breach of this Agreement by any other party, the other parties shall be entitled, in addition to any other remedies to which they may be entitled at law, to equitable relief, including a right to rescind or set aside agreements executed or actions taken in violation of this Agreement, and an injunction or injunctions, to prevent any breaches and to enforce specifically this Agreements terms and provisions. In the event of litigation concerning this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys fees and expenses.
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If you are in agreement, please sign this signature page.
China Hydroelectric Corporation | ||||
By: | /s/ John D. Kuhns | |||
Name: | John D. Kuhns | |||
Title: | Chairman and Chief Executive Officer | |||
Vicis Capital, LLC | ||||
By: | /s/ Shadron Lee Stastney | |||
Name: | Shadron Lee Stastney | |||
Title: | Partner | |||
John Kuhns | ||||
/s/ John Kuhns | ||||
Mary Fellows | ||||
/s/ Mary Fellows | ||||
Richard H. Hochman | ||||
/s/ Richard H. Hochman | ||||
Anthony H. Dixon | ||||
/s/ Anthony H. Dixon |
CHC Settlement Agreement
If you are in agreement, please sign this signature page.
Shadron Lee Stastney |
/s/ Shadron Lee Stastney |
Stephen Outerbridge |
/s/ Stephen Outerbridge |
Dr. You-Su Lin |
/s/ Dr. You-Su Lin |
CHC Settlement Agreement
If you are in agreement, please sign this signature page.
NEWQUEST CAPITAL MANAGEMENT | ||
(CAYMAN) LIMITED | ||
By: | /s/ Bonnie Lo | |
Name: | Bonnie Lo | |
Title: | Authorized Signatory | |
NEWQUEST ASIA FUND I (G.P.) LTD. | ||
By: | /s/ Bonnie Lo | |
Name: | Bonnie Lo | |
Title: | Authorized Signatory | |
By: | /s/ Darren Massara | |
Name: | Darren Massara | |
Title: | Authorized Signatory | |
NEWQUEST ASIA FUND I, L.P. | ||
By: NewQuest Asia Fund I (G.P.) Ltd. | ||
By: | /s/ Bonnie Lo | |
Name: | Bonnie Lo | |
Title: | Authorized Signatory | |
By: | /s/ Darren Massara | |
Name: | Darren Massara | |
Title: | Authorized Signatory | |
CPI BALLPARK INVESTMENTS LTD | ||
By: | /s/ Bonnie Lo | |
Name: | Bonnie Lo | |
Title: | Authorized Signatory |
CHC Settlement Agreement
If you are in agreement, please sign this signature page.
SWISS RE FINANCIAL PRODUCTS CORPORATION | ||
By: | /s/ Elizabeth A. Mullins | |
Name: | Elizabeth A. Mullins | |
Title: | Authorized Signatory | |
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 | |
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 | |
CHINA ENVIRONMENT FUND III HOLDINGS LTD. | ||
By: | /s/ Yun Pun Wong | |
Name: | Yun Pun Wong | |
Title: | Authorized Signatory |
CHC Settlement Agreement
If you are in agreement, please sign this signature page.
DONALD C. YE | ||
By: | /s/ Donald C. Ye | |
SHELBY CHEN | ||
By: | /s/ Shelby Chen | |
MICHAEL LI | ||
By: | /s/ Michael Li | |
LARRY ZHANG | ||
By: | /s/ Larry Zhang | |
IAN ZHU | ||
By: | /s/ Ian Zhu | |
AQUA RESOURCES ASIA HOLDINGS LIMITED | ||
By: | /s/ Kimberly Tara | |
Name: | Kimberly Tara | |
Title: | Director |
CHC Settlement Agreement
If you are in agreement, please sign this signature page.
AQUA RESOURCES FUND LIMITED | ||
By: FourWinds Capital Management, its investment manager | ||
By: | /s/ Kimberly Tara | |
Name: | Kimberly Tara | |
Title: | CEO, FourWinds Capital Management | |
FOURWINDS CAPITAL MANAGEMENT | ||
By: | /s/ Kimberly Tara | |
Name: | Kimberly Tara | |
Title: | CEO, FourWinds Capital Management | |
ABRAX | ||
By: | /s/ Manuel Salvisberg | |
Name: | Manuel Salvisberg | |
Title: | Director | |
ABRAX LIMITED | ||
By: | /s/ Manuel Salvisberg | |
Name: | Manuel Salvisberg | |
Title: | Director | |
IWU INTERNATIONAL LTD. | ||
By: | /s/ Li Wu Fehlmann | |
Name: | Li Wu Fehlmann | |
Title: | Director |
CHC Settlement Agreement
ANNEX A
Shareholder Group
| NewQuest Capital Management (Cayman) Limited |
| NewQuest Asia Fund I (G.P.) Ltd. |
| NewQuest Asia Fund I, L.P. |
| CPI Ballpark Investments Ltd |
| Swiss Re Financial Products Corporation |
| China Environment Fund III, L.P. |
| China Environment Fund III Management, L.P. |
| China Environment Fund III Holdings Ltd. |
| Donald C. Ye |
| Shelby Chen |
| Michael Li |
| Larry Zhang |
| Ian Zhu |
| Aqua Resources Asia Holdings Limited |
| Aqua Resources Fund Limited |
| FourWinds Capital Management |
| Abrax |
| Abrax Limited |
| IWU International Ltd |
CHC Settlement Agreement