0000950123-11-038666.txt : 20110425 0000950123-11-038666.hdr.sgml : 20110425 20110425160518 ACCESSION NUMBER: 0000950123-11-038666 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110425 DATE AS OF CHANGE: 20110425 GROUP MEMBERS: CPI BALLPARK INVESTMENTS LTD. GROUP MEMBERS: NEWQUEST ASIA FUND I (G.P.) LTD. GROUP MEMBERS: NEWQUEST ASIA FUND I, L.P. GROUP MEMBERS: NEWQUEST CAPITAL MANAGEMENT (CAYMAN) LIMITED 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: 11777536 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 c15933sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

China Hydroelectric Corporation
(Name of Issuer)
Ordinary Shares, $0.001 par value
(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
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 14, 2011
(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

** The CUSIP number refers to the American Depositary Shares that relate to the Ordinary Shares and trade on the New York Stock Exchange. The Ordinary Shares of China Hydroelectric Corporation are not publicly traded in the United States.

 
 


 

                     
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)   o 
  (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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   38,744,395
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 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)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  25.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

2


 

                     
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)   o 
  (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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   38,744,395
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   38,744,395
       
WITH 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)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  25.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

3


 

                     
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)   o 
  (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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Cayman Islands
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   38,744,395
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 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)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  25.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC; PN

4


 

                     
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)   o 
  (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)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Republic of Mauritius
       
  7   SOLE VOTING POWER
     
NUMBER OF   38,744,395
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   38,744,395
       
WITH 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)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  25.3%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

5


 

This Amendment No. 1 (this “Amendment”) is filed to amend the Statement on Schedule 13D filed with the Securities and Exchange Commission by NewQuest Asia Fund I (G.P.) Ltd., NewQuest Asia Fund I, L.P. and CPI Ballpark Investments Ltd. on April 19, 2011 (the “Schedule 13D”), concerning the ordinary shares, par value $0.001 per share (the “Ordinary Shares”), of China Hydroelectric Corporation (the “Company”). This Amendment amends the Schedule 13D to disclose the beneficial ownership of NewQuest Capital Management (Cayman) Limited and include it as an additional joint-filer under the Schedule 13D. Each capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each item of the Schedule 13D remains unchanged.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated in its entirety as follows:
This Statement is filed on behalf of NewQuest Asia Fund I, L.P., a Cayman Islands exempted limited partnership (“NewQuest”), NewQuest Asia Fund I (G.P.) Ltd., a Cayman Islands exempted company and general partner of NewQuest (“NewQuest GP”), CPI Ballpark Investments Ltd., a limited liability company organized under the laws of Mauritius and a wholly owned subsidiary of NewQuest (“CPI”), and NewQuest Capital Management (Cayman) Limited, a Cayman Islands exempted company (“NewQuest Management,” and together with NewQuest, NewQuest GP and CPI, the “Reporting Persons”).
NewQuest Management is an exempted company registered in the Cayman Islands. NewQuest Management, among other things, provides management and advisory services to NewQuest GP. The principal address of NewQuest Management is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
NewQuest GP is an exempted company registered in the Cayman Islands. NewQuest GP is engaged in the business of investing and managing equity, equity-linked and debt securities of varying types issued by U.S. corporate or foreign issuers. NewQuest GP was formed to serve as the sole general partner of NewQuest. The principal address of NewQuest GP is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
NewQuest is an exempted limited partnership registered in the Cayman Islands. NewQuest is engaged in the business of investments in equity, equity-linked and debt securities of varying types issued by U.S. corporate or foreign issuers. The sole general partner of NewQuest is NewQuest GP. The principal address of NewQuest is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
CPI is wholly owned by NewQuest. CPI is engaged in the business of investments in equity, equity-linked and debt securities of varying types issued by U.S. corporate or foreign issuers. The principal address of CPI is: 10th Floor, Raffles Tower, 19 Cybercity, Ebene, Republic of Mauritius.
Information concerning each executive officer, director and controlling person (the “Listed Persons”) of each of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein.
During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

6


 

Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) As of April 25, 2011, CPI directly beneficially owned 38,744,395 Ordinary Shares, or approximately 25.3% 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, as of April 25, 2011, such 38,744,395 Ordinary Shares, which represents approximately 25.3% of the Ordinary Shares. The foregoing calculation of percentage ownership is based on 153,295,516 Ordinary Shares issued and outstanding as represented by the Company in its Annual Report on Form 20-F filed on April 4, 2011.
CPI and the Other Shareholder Parties, by virtue of the Shareholders Agreement, NewQuest, by virtue of its being the parent of CPI, NewQuest GP, by virtue of its control of NewQuest, and NewQuest Management, by virtue of its management of NewQuest’s securities, may be considered members of a group, within the meaning of Section 13(d)(3) and Rule 13d-5(b)(1) of the Exchange Act. As a result, each Reporting Person may be deemed, in its capacity as a member of a group, to beneficially own the Ordinary Shares attributable to the Other Shareholder Parties.
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 Exchange 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.
Each Reporting Person declares 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 Exchange Act or any other purpose, the beneficial owner of any securities held by the Other Shareholder Parties.
(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.
CPI, by virtue of the Shareholders Agreement, NewQuest, by virtue of its being the parent of CPI, NewQuest GP, by virtue of its control of NewQuest, and NewQuest Management, by virtue of its management of NewQuest’s securities, may be deemed to have shared power to vote those Ordinary Shares attributable to the Other Shareholder Parties.
(c) On April 15, 2011, CPI acquired 7,885,431 Ordinary Shares for an aggregate purchase price of $13,095,362, or approximately $1.66 per share. Other than as described in this Statement, 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 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) Not applicable.

 

7


 

Item 7. Material to be Filed as Exhibits.
The following exhibits are filed as exhibits hereto:
         
Exhibit   Description of Exhibit
  99.1    
Joint Filing Agreement (furnished herewith).
  99.2    
Amended and Restated Shareholders Agreement, dated October 27, 2009, by and among China Hydroelectric Corporation, CPI Ballpark Investments Ltd. and the other parties signatory thereto (incorporated herein by reference to Exhibit 4.4 of Form F-1 filed by China Hydroelectric Corporation on December 8, 2009, File No. 333-163558).

 

8


 

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: April 25, 2011  NEWQUEST CAPITAL MANAGEMENT
(CAYMAN) LIMITED
 
 
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
NEWQUEST ASIA FUND I (G.P.) LTD.
 
 
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
NEWQUEST ASIA FUND I, L.P.
 
 
  By:   NewQuest Asia Fund I (G.P.) Ltd.    
     
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
CPI BALLPARK INVESTMENTS LTD.
 
 
  By:   /s/ Amit Gupta    
    Name:   Amit Gupta   
    Title:   Director   
Signature Page to Amendment No. 1 to Schedule 13D

 

 


 

SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS
The following sets forth the name and present principal occupation of each executive officer and director of NewQuest Capital Management (Cayman) Limited. The business address of each of the executive officers and directors of NewQuest Capital Management (Cayman) Limited is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
         
    Position with NewQuest    
    Capital Management    
Name   (Cayman) Limited   Citizenship; Principal Occupation
Randhirsingh Juddoo
  Director   Republic of Mauritius; Managing Director, Trident Trust Company (Mauritius) Limited, 5th Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Republic of Mauritius
Rajan Rosick
  Director   Republic of Mauritius; Head of New Business, Trident Trust Company (Mauritius) Limited, 5th Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Republic of Mauritius
Ryutaro Aida
  Director   Japan; Financial Advisor, 3-7-11-301 Azabu Juban Minato Ku Tokyo 1060045 Japan
Darren C. Massara
  Director   United States of America; Partner, NewQuest Capital Partners (HK) Limited, Suite 89, 17/F, Wheelock House, 20 Pedder Street, Central, Hong Kong
Min Lin
  Director   China; Partner, NewQuest Capital Partners (HK) Limited, Suite 89, 17/F, Wheelock House, 20 Pedder Street, Central, Hong Kong
Ashraf Ali Deenmahomed
  Alternate Director   Republic of Mauritius; Head of Fund Administration, Trident Trust Company (Mauritius) Limited, 5th Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Republic of Mauritius
Bonnie Sum Wai Lo
  Alternate Director   Hong Kong; Partner, NewQuest Capital Partners (HK) Limited, Suite 89, 17/F, Wheelock House, 20 Pedder Street, Central, Hong Kong
Amit Gupta
  Alternate Director   Republic of India; Partner & Chief Operating Officer, NewQuest Capital Partners (HK) Limited, Suite 89, 17/F, Wheelock House, 20 Pedder Street, Central, Hong Kong

 

10


 

The following sets forth the name and present principal occupation of each executive officer and director of NewQuest Asia Fund I (G.P.) Ltd. The business address of each of the executive officers and directors of NewQuest Asia Fund I (G.P.) Ltd. is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
         
    Position with NewQuest    
Name   Asia Fund I (G.P.) Ltd.   Citizenship; Principal Occupation
Randhirsingh Juddoo
  Director   See above.
Rajan Rosick
  Director   See above.
Ryutaro Aida
  Director   See above.
Darren C. Massara
  Director   See above.
Min Lin
  Director   See above.
Ashraf Ali Deenmahomed
  Alternate Director   See above.
Bonnie Sum Wai Lo
  Alternate Director   See above.
Amit Gupta
  Alternate Director   See above.
The following sets forth the name and present principal occupation of each executive officer and director of NewQuest Asia Fund I, L.P. The business address of each of the executive officers and directors of NewQuest Asia Fund I, L.P. is: Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9005.
         
    Position with NewQuest    
Name   Asia Fund I, L.P.   Citizenship; Principal Occupation
NewQuest Asia Fund I (G.P.) Ltd.
  General Partner   Not applicable.
The following sets forth the name and present principal occupation of each director and alternate director of CPI Ballpark Investments Ltd. The business address of each of the executive officers and directors of CPI Ballpark Investments Ltd. is: 10th Floor, Raffles Tower, 19 Cybercity, Ebene, Republic of Mauritius.
         
    Position with CPI Ballpark    
Name   Investments Ltd.   Citizenship; Principal Occupation
Subhash C Lallah
  Director   Republic of Mauritius; Senior Counsel, Lallah Chambers, 108-109, Chancery House, Lisley Geoffroy St, Port Louis, Republic of Mauritius
Georges A. Robert
  Director   Republic of Mauritius; Senior Attorney, 8 Georges Guibert Street, Port Louis, Republic of Mauritius
Darren C. Massara
  Director   See above.
Amit Gupta
  Director   See above.
Ryutaro Aida
  Director   See above.
Bonnie Sum Wai Lo
  Alternate Director   See above.
Min Lin
  Alternate Director   See above.
Mithilesh Lallah
  Alternate Director   Republic of Mauritius; Barrister, Lallah Chambers, 108-109, Chancery House, Lislet Geoffroy St, Port Louis, Republic of Mauritius

 

11


 

EXHIBIT INDEX
         
Exhibit   Description of Exhibit
  99.1    
Joint Filing Agreement (furnished herewith).
  99.2    
Amended and Restated Shareholders Agreement, dated October 27, 2009, by and among China Hydroelectric Corporation, CPI Ballpark Investments Ltd. and the other parties signatory thereto (incorporated herein by reference to Exhibit 4.4 of Form F-1 filed with the Securities and Exchange Commission by China Hydroelectric Corporation on December 8, 2009, File No. 333-163558).

 

 

EX-99.1 2 c15933exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
EXHIBIT 99.1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
         
Date: April 25, 2011  NEWQUEST CAPITAL MANAGEMENT
(CAYMAN) LIMITED
 
 
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
NEWQUEST ASIA FUND I (G.P.) LTD.
 
 
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
NEWQUEST ASIA FUND I, L.P.
 
 
  By:   NewQuest Asia Fund I (G.P.) Ltd.    
     
  By:   /s/ Darren C. Massara    
    Name:   Darren C. Massara   
    Title:   Director   
 
April 25, 2011 
CPI BALLPARK INVESTMENTS LTD.
 
 
  By:   /s/ Amit Gupta    
    Name:   Amit Gupta   
    Title:   Director   
Joint Filing Agreement