0001193125-12-412148.txt : 20121002 0001193125-12-412148.hdr.sgml : 20121002 20121002092302 ACCESSION NUMBER: 0001193125-12-412148 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20121002 DATE AS OF CHANGE: 20121002 GROUP MEMBERS: ABRAX GROUP MEMBERS: ABRAX LTD GROUP MEMBERS: AQUA RESOURCES ASIA HOLDINGS LTD GROUP MEMBERS: AQUA RESOURCES FUND LTD GROUP MEMBERS: CHINA ENVIRONMENT FUND III HOLDINGS LTD. GROUP MEMBERS: CHINA ENVIRONMENT FUND III MANAGEMENT, L.P. GROUP MEMBERS: CHINA ENVIRONMENT FUND III, L.P. GROUP MEMBERS: CPI BALLPARK INVESTMENTS LTD GROUP MEMBERS: DONALD C. YE GROUP MEMBERS: FOURWINDS CAPITAL MANAGEMENT GROUP MEMBERS: IAN ZHU GROUP MEMBERS: IWU INTERNATIONAL LTD. (IWU) GROUP MEMBERS: LARRY ZHANG GROUP MEMBERS: MICHAEL LI GROUP MEMBERS: NEWQUEST ASIA FUND I (G.P.) LTD. GROUP MEMBERS: NEWQUEST CAPITAL MANAGEMENT (CAYMAN) LTD GROUP MEMBERS: SHELBY CHEN GROUP MEMBERS: SWISS RE FINANCIAL PRODUCTS CORP (SWISS RE) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Hydroelectric Corp CENTRAL INDEX KEY: 0001477156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 208979735 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85243 FILM NUMBER: 121121707 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 860 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 646-467-9800 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: SUITE 860 CITY: NEW YORK STATE: NY ZIP: 10170 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NewQuest Asia Fund I, L.P. CENTRAL INDEX KEY: 0001514180 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WALKER HOUSE STREET 2: 87 MARY STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: (345)949-0100 MAIL ADDRESS: STREET 1: WALKER HOUSE STREET 2: 87 MARY STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 SC 13D/A 1 d419256dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D Amendment No. 10 to Schedule 13D

 

 

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 person’s 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 People’s 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 Company’s 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 Company’s 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

EX-99.1 2 d419256dex991.htm SETTLEMENT PRESS RELEASE Settlement Press Release

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 People’s 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 Company’s securities.

 

   

The Company has agreed to reimburse the Shareholder Group’s 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 Company’s 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 China’s electric power needs, accounting for approximately 22% of total nation-wide capacity.

For further information about China Hydroelectric Corporation, please visit the Company’s 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

EX-99.2 3 d419256dex992.htm SETTLEMENT AGREEMENT Settlement Agreement

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 director’s 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 Company’s reimbursement of the Shareholder Group’s 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, Appleby’s 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 Company’s 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 Company’s 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 Company’s 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.

 

2


  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 executive’s 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 Company’s shares; and

 

3


  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 Company’s 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 Company’s 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 person’s 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 party’s 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

 

5


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 Agreement’s terms and provisions. In the event of litigation concerning this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s 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