EX-99.(C)-(3) 5 a2219077zex-99_c3.htm EX-99.(C)-(3)

Exhibit (c)-(3)

 

Note: Houlihan Lokey has consented to the inclusion of its analyses and opinion as exhibits to this proxy statement

 

Project Capetown Draft – Discussion Material To the Special Committee of Board of Directors of China Hydroelectric Corporation Confidential MERGERS & ACQUISITIONS CAPITAL MARKETS FINANCIAL RESTRUCTURING FINANCIAL ADVISORY SERVICES HL.com

 


GRAPHIC

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Transaction Value Overview Source: Company filings; LTM financial per Company filings, NFY and NFY+1 financials per Company management; Notes: 1. Based on 54,147,711 fully diluted ADS outstanding calculated by adding basic ADS outstanding reported by the Company ‘s 6K filing as of November 26, 2013 and options granted to employees (exercisable at US$0.46 per ordinary share), which are in-the-money under NewQuest’s offer price 2. Debt, cash and short term investments, and minority interest are based on Company financials as of September 30, 2013 3. Cash and short term investments includes cash, cash equivalent and restricted cash 4. Based on Company filings and management projections; represents results from continuing operations 5. IPO price includes warrants of US$1.20 per ADS LTM refers to the most recently completed twelve month period for which financial information has been made public NFY refers to next fiscal year NFY+1 refers to the year after next fiscal year nm refers to not meaningful figure, P/E multiples higher than 100x are listed as “nm’ Summary of Proposed Transaction Value Implied Premiums to Historical ADS Trading Prices 5 (dollars and ADS in millions, except per ADS values) Per ADS Implied Premium of ADS Transaction Per ADS Transaction Security Outstanding1 Consideration NewQuest Trading Period Closing Consideration over Average ADS 54.1 $2.97 Prior to 9/4/13 ADS Price Closing ADS Price Implied Values NewQuest Implied Common Equity $160.8 Current (12/6/2013) $2.56 16.0% Adjustments: Debt2 252.9 1 Day $2.23 33.2% Cash2,3 (17.7) Minority Interest2 0.5 5 Day Average $2.25 32.1% Implied Enterprise Value $396.6 10 Day Average $2.27 31.1% Implied Transaction Multiples Implied Enterprise Value 1 Month Average $2.26 31.7% Revenue4 LTM 9/30/13 5.16x 3 Month Average $2.30 29.2% NFY 2013E 5.15x NFY+1 2014E 5.45x 6 Month Average $2.45 21.0% Adjusted EBITDA4 LTM 9/30/13 8.1x 1 Year Average $2.09 42.0% NFY 2013E 7.5x NFY+1 2014E 8.2x 52 Week High 4/10/2013 $3.25 (8.6%) Implied Common Equity Adjusted Net Income4 52 Week Low 9/10/2012 $0.98 203.1% LTM 9/30/13 nm IPO 1/25/2010 $16.00 5 (81.4%) NFY 2013E 34.8x NFY+1 2014E 69.5x Source: Company filings; LTM financial per Company filings, NFY and NFY+1 financials per Company management; Notes: 1. Based on 54,147,711 fully diluted ADS outstanding calculated by adding basic ADS outstanding reported by the Company ‘s iling as of November 26, 2013 and options granted to employees (exercisable at US$0.46 per ordinary share),6K f which are in-the-money under NewQuest’s offer price 2. Debt, cash and short term investments, and minority interest are based on Company financials as of September 30, 2013 3. Cash and short term investments includes cash, cash equivalent and restricted cash 4. Based on Company filings and management projections; represents results from continuing operations 5. IPO price includes warrants of US$1.20 per ADS LTM refers to the most recently completed twelve month period for which financial information has been made public NFY refers to next fiscal year NFY+1 refers to the year after next fiscal year Preliminary – Subject to further review nm refers to not meaningful figure, P/E multiples higher than 100x are listed as “nm’

 


Shareholder Structure Ownership Summary1 Ownership Structure NewQuest also holds warrants to acquire ordinary shares of the Company, which, if exercised in full, would increase its ownership of the Company to approximately 56.7% of the Company’s outstanding ordinary shares3 Source: Company filings, CapitalIQ Note: 1. Based on 54,147,711 fully diluted ADS outstanding calculated by adding basic ADS outstanding reported by the Company ‘s 6K filing as of November 26, 2013 and options granted to employees (exercisable at US$0.46 per ordinary share), which are in-the-money under NewQuest’s offer price 2. Estimates based on changes in position held by the shareholders and average trading price of the ADS during the period 3. These warrants have an exercise price of US$1.15 per ordinary share or US$3.45 per ADS according to 13D filing as of July 31, 2013. As the warrants are out-of-the-money at the moment, according to treasury stock method, they are not included in the base case share count or ownership calculation NewQuest 54.0% Insiders 1.4% Top 10 Unaffiliated Shareholders 31.8% Others 12.8% Estimated Shareholders ADS (million)1Ownership %1Buy-in Price2Buyer Group CPI Ballpark Investment Ltd. (NewQuest) 29.246 54.0% $4.60 Unaffiliated Top 10 Shareholders Jennison Associates LLC 6.536 12.1% $10.24 Swiss Reinsurance Co., Asset Management Arm 3.371 6.2% 0.96 Tsing Capital 2.613 4.8% 8.58 FourWinds Capital Management 1.981 3.7% 8.44 Citigroup Inc., Asset Management Arm 1.077 2.0% 7.18 Abrax (Hong Kong) 0.772 1.4% 0.96 IWU International Ltd. 0.362 0.7% 0.96 HSBC Global Asset Management (UK) Limited 0.255 0.5% 2.64 Renaissance Technologies Corp. 0.136 0.3% 2.39 California Public Employees' Retirement System 0.116 0.2% 3.71 Total Top 10 Unafiliated Shareholders 17.218 31.8% Insiders Lin You-Su (Interim CEO, Director) 0.715 1.3% $1.92 Other Directors 0.021 0.04% Total Insiders Holding 0.736 1.4% Other Shareholders Others 6.943 12.8% Total Shareholders 54.142 100.0% Preliminary – Subject to further review

 


ADS Trading History 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 1/25/10 5/25/10 9/25/10 1/25/11 5/25/11 9/25/11 1/25/12 5/25/12 9/25/12 1/25/13 5/25/13 9/25/13 Daily Volume (MMs) Closing Stock Price (US $) Daily Volume (MM) China Hydroelectric Corporation NewQuest Proposed per ADS Transaction Consideration ADS Price & Volume History Source: Company filings, Capital IQ, Note: 1. IPO price includes warrant of US$1.20 per ADS Price & Volume Statistics 1-Week Avg. Daily Volume 120,690 1-Month Avg. Daily Volume 63,590 3-Month Avg. Daily Volume 73,380 6-Month Avg. Daily Volume 70,600 1 -Year Avg. Daily Volume 77,490 IPO Price (1/25/2010)1 $16.00 52 Week High (4/11/2013) $3.25 52 Week Low (12/27/2012) $1.41 All Time High (1/25/2010) $14.25 All Time Low (10/7/2011) $0.67 3/02/12: CHC completed sale of its Yuanping hydroelectric power project, for $22.0 million 9/28/12:A group of shareholders called for an extraordinary general meeting (EGM), seeking to replace all Board members not located in the PRC with their own nominees, as well as removing the senior executives and founders of CHC 8/22/12: CHC President James Li resigned 9/29/2012: 66.8% shareholders voted in favor of the appointment of Amit Gupta, Moonkyung Kim, Jui Kian Lim, and Yun Pun Wong and the removal of John D. Kuhns (founder), Richard H. Hochman, Anthony Dixon and Stephen Outerbridge as directors 8/29/2013: CHC completed sale of its Yuheng hydroelectric power project for approximately $44.3 million 9/25/2013: CHC announced establishment of a special committee to evaluate the non-binding proposal 9/4/2013: CHC announced receipt of a non-binding proposal from NewQuest to acquire the Company at $2.97 per ADS 2/12/10: CHC received RMB 3 billion ($440 million) loan framework agreement from Bank of China 9/13/10: CHC announced acquisition of 44 MW hydroelectric power project in Yunnan Province for total of $57.0 million 4/10/11: CHC completed acquisition of Dazhaihe project, for $17.8 million 4/14/10: CHC announced acquisition of 19 MW hydroelectric power project in Yunnan Province 11/8/10: CHC signed definitive agreement to acquire 55.4 MW Taiyu Hydroelectric Power Projects in Fujian Province and 15 MW Dazhaihe project 10/16/12: CHC appointed You-Su, Lin as the interim CEO and Amit Gupta as the Chairman of the Board 9/23/2013: CHC announced Mr. Shadron Lee Stastney of Vicis Capital resigned from CHC’s Board 8/21/2013: CHC announced the appointment of Mr. Allard Nooy as a Board member and Daniel Chan as COO 1/25/10: IPO on NYSE at US$14.80 per ADS plus one warrant at US$1.20 Preliminary – Subject to further review

 


Relative Performance 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% 120.0% 140.0% 160.0% 180.0% 1/25/10 5/25/10 9/25/10 1/25/11 5/25/11 9/25/11 1/25/12 5/25/12 9/25/12 1/25/13 5/25/13 9/25/13 Indexed Prices S&P 500 Index: +64.6% US Listed Hydroelectric Selected Companies1: +52.8% China Hydroelectric Selected Companies3: -6.4% Emerging Market Hydroelectric Selected Companies2: -7.6% China Hydroelectric Corporation: -81.6% Indexed ADS Price Performance Since IPO Source: Capital IQ Note: 1. The index of US Listed Hydroelectric Selected Companies includes IdaCorp, Inc., and Avista Corp. 2. The index of Emerging Market Hydroelectric Selected Companies includes Tractebel Energia S.A., RusHydro, NHPC Ltd., Jaiprakash Power Ventures Limited, AES Tietê S.A., Duke Energy International, Geração Paranapanema S.A.,SJVN Limited, and Vinh Son-Song Hinh Hydro Power Joint Stock Company 3. The index of China Hydroelectric Selected Companies includes China Yangtze Power Co. Ltd., Sichuan Chuantou Energy Co Ltd, Guizhou Qianyuan Power Co., Ltd., Sichuan Xichang Electric Power Company Ltd., Chongqing Three Gorges Water Conservancy and Electric Power Co.,Ltd., Hunan Fazhan Industrial Co., Ltd., Sichuan Mingxing Electric Power Co., Ltd., and Haitian Hydropower International Limited Preliminary – Subject to further review

 


Representative Levels Source: Company filings, CapitalIQ; projections per Company management Notes: 1. CAGR refers to compound annual growth rate 2. Revenues from continuing operations 3. Cost of revenues include depreciation and amortization 4. Adjustments to 2011 include counsel fees of $1.6 million for non-recurring extraordinary general meeting of shareholders and termination costs of $1.8 million to John Kuhns and Mary Fellows, former CHC senior management 3 2 4 (dollars in millions) Fiscal Year Ended December 31, LTM Ended Fiscal Year Ending December 31, CAGR12010 2011 2012 9/30/13 2013E 2014E 2015E 2016E 2017E 2018E 2012-2018E Revenues 2 $58.2 $54.6 $85.4 $76.8 $77.0 $72.8 $72.8 $72.8 $72.8 $72.8 (2.6%) Growth % 81.9% (6.1%) 56.4% (9.8%) (5.4%) 0.0% 0.0% 0.0% 0.0% Cost of Revenues3 (22.7) (31.3) (35.8) (35.3) (35.1) (35.3) (35.1) (35.7) (35.3) (35.5) Gross Profit $35.5 $23.3 $49.6 $41.5 $41.9 $37.5 $37.7 $37.1 $37.5 $37.3 (4.6%) Margin % 61.0% 42.6% 58.1% 54.0% 54.4% 51.5% 51.8% 51.0% 51.5% 51.2% General & Administrative (19.2) (28.9) (20.3) (16.2) (12.6) (12.8) (11.8) (11.8) (11.8) (11.8) Depreciation & Amortization 16.9 23.3 23.8 23.6 23.7 23.9 23.9 23.9 23.9 23.9 Total Adjustments4 0.0 3.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBITDA $33.3 $21.1 $53.0 $48.9 $53.0 $48.6 $49.8 $49.3 $49.6 $49.4 (1.2%) Margin % 57.2% 38.7% 62.1% 63.7% 68.9% 66.8% 68.4% 67.6% 68.1% 67.9% Depreciation & Amortization (16.9) (23.3) (23.8) (23.6) (23.7) (23.9) (23.9) (23.9) (23.9) (23.9) Adjusted EBIT $16.3 ($2.2) $29.2 $25.4 $29.3 $24.7 $25.9 $25.4 $25.7 $25.5 (2.3%) Margin % 28.1% (4.1%) 34.2% 33.0% 38.1% 33.9% 35.5% 34.8% 35.3% 35.0% Interest Expense, net (13.1) (24.7) (28.0) (24.6) (23.1) (21.7) (19.2) (16.5) (13.6) (10.7) Other Income (Expenses) and Nonrecurring Gain (Loss) (0.3) (0.2) 0.1 0.9 0.9 0.0 0.0 0.0 0.0 0.0 Adjusted Pre-tax Income $3.3 ($26.9) $1.3 $0.7 $6.3 $3.0 $6.7 $8.8 $12.1 $14.8 50.8% Taxes (Statutory tax rate of 25%) (0.8) 6.7 (0.3) (0.2) (1.6) (0.7) (1.7) (2.2) (3.0) (3.7) Net Income from continuing operation before minority interest 2.5 (20.2) 0.9 0.6 4.7 2.2 5.0 6.6 9.1 11.1 Minority Interest (0.2) 9.9 (0.1) 0.0 (0.1) 0.1 0.0 0.0 0.0 (0.1) Adjusted Net Income $2.2 ($10.3) $0.9 $0.6 $4.6 $2.3 $5.1 $6.7 $9.1 $11.0 53.2% Margin % 3.8% (18.8%) 1.0% 0.8% 6.0% 3.2% 7.0% 9.1% 12.5% 15.1% Preliminary – Subject to further review

 


Representative Levels (cont.) Source: Company filings, Capital IQ; projections per Company management Notes: DSO calculated as the average of beginning and ending balance of accounts receivables/total sales * number of days in a year DPO calculated as the average of beginning and ending balance of accounts payables/total cost of goods sold excluding D&A * number of days in a year Capital expenditure includes payments to contractors for construction projects (dollars in millions) Fiscal Year Ended December 31, LTM Ended Fiscal Year Ending December 31, 2010 2011 2012 9/30/13 2013E 2014E 2015E 2016E 2017E 2018E Addtional Operational Details Total Installed Capacity (MW) 502.8 517.8 517.8 517.8 517.8 517.8 517.8 517.8 517.8 517.8 # of Hydro Plants 26 26 25 25 25 25 25 25 25 25 Electricity Sold (million kWh) 1,263.7 1,262.3 1,768.0 1,581.2 1,574.6 1,545.1 1,545.1 1,545.1 1,545.1 1,545.1 Blended Effective Tariff (RMB/kWh) 0.34 0.30 0.33 0.32 0.31 0.31 0.31 0.31 0.31 Blended Utilization Rate (Capacity Factor) 39.4% 28.0% 39.5% 35.1% 34.9% 34.9% 34.9% 34.9% 34.9% Power Generation Cost (RMB/kWh) 0.12 0.16 0.13 0.14 0.14 0.14 0.14 0.14 0.14 0.14 Additional Financial Information Capital Expenditures $7.4 $4.8 $14.0 $5.3 $0.1 $1.0 $1.6 $3.1 $0.6 $1.3 Net Working Capital ($63.5) ($74.6) ($36.9) ($38.6) ($31.1) ($30.4) ($29.2) ($28.2) ($27.1) ($26.2) Days Sales Outstanding (DSO) 40.1 28.8 21.4 31.3 27.5 26.3 23.5 23.5 23.5 23.5 Days Payables Outstanding (DPO) 135.0 168.8 106.2 63.7 107.6 106.2 97.7 94.0 97.4 95.3 Total Debt $302.8 $287.9 $270.2 $252.9 $258.7 $237.7 $205.0 $172.0 $137.1 $107.2 Debt /EBITDA 9.1x 13.6x 5.1x 5.2x 4.9x 4.9x 4.1x 3.5x 2.8x 2.2x Debt to Equity 72.6% 72.9% 68.8% 62.6% 65.7% 60.2% 51.3% 42.5% 33.2% 25.3% Blended Interest Rate % 5.1% 8.4% 10.1% 9.1% 8.8% 8.8% 8.7% 8.8% 8.8% 8.8% Total Cash $33.5 $8.4 $13.1 $17.7 $14.9 $17.6 $11.0 $4.6 $0.3 $2.5 Ratios Revenue Growth % 81.9% (6.1%) 56.4% (3.1%) (9.8%) (5.4%) 0.0% 0.0% 0.0% 0.0% Gross Margin % 61.0% 42.6% 58.1% 54.0% 54.4% 51.5% 51.8% 51.0% 51.5% 51.2% EBITDA Margin % 57.2% 38.7% 62.1% 63.7% 68.9% 66.8% 68.4% 67.6% 68.1% 67.9% EBIT Margin % 28.1% (4.1%) 34.2% 33.0% 38.1% 33.9% 35.5% 34.8% 35.3% 35.0% Net Margin % 3.8% (18.8%) 1.0% 0.8% 6.0% 3.2% 7.0% 9.1% 12.5% 15.1% Preliminary – Subject to further review

 


Historical Income Statement Source: Company filings Notes: 1. Revenues from continuing operations (dollars in millions) Fiscal Year Ended December 31, LTM 2008 2009 2010 2011 2012 9/30/13 Revenues1 $14.4 $32.0 $58.2 $54.6 $85.4 $76.8 Cost of Revenues (5.7) (15.3) (22.7) (31.3) (35.8) (35.3) Gross Profit $8.7 $16.6 $35.5 $23.3 $49.6 $41.5 Operating Expenses: General & Administrative (6.7) (8.9) (19.2) (28.9) (20.3) (16.2) Other Operating Expenses 0.0 0.0 0.0 0.0 0.0 0.0 Total Operating Expenses (6.7) (8.9) (19.2) (28.9) (20.3) (16.2) Impairment loss 0.0 0.0 0.0 (23.0) 0.0 0.0 Operating Income $2.0 $7.7 $16.3 ($28.6) $29.2 $25.4 Interest (Expense) (5.3) (11.8) (13.9) (24.8) (28.1) (24.8) Interest Income 1.3 0.5 0.8 0.1 0.1 0.1 Other Income (Expenses) (1.0) (14.1) (0.3) (0.2) 0.1 0.9 Nonrecurring Gain (Loss) 0.0 0.0 0.0 0.0 0.0 0.0 Pre-tax Income (Loss) ($3.0) ($17.7) $3.0 ($53.5) $1.4 $1.7 Income (Taxes) Credit (0.4) (1.3) (3.2) (1.5) (6.5) (4.5) Minority Interest 0.0 0.0 (0.2) 9.9 (0.1) 0.0 Net Income (Loss), Continuing Operations ($3.3) ($18.9) ($0.5) ($45.1) ($5.2) ($2.8) Net Income (Loss), Discontinued Operations (0.7) (0.5) 4.2 (0.3) 3.9 1.1 Net Income (Loss) ($4.0) ($19.4) $3.7 ($45.4) ($1.2) ($1.7) Preliminary – Subject to further review  

 


Historical Balance Sheet Source: Company filings (dollars in millions) As of Assets 2010 2011 2012 9/30/13 Current Assets: Cash & Cash Equivalents (including Restricted Cash) $33.5 $8.4 $13.1 $17.7 Accounts Receivable 4.4 4.2 5.8 6.3 Deferred Tax Assets 1.3 1.8 1.7 1.8 Other Current Assets 15.4 24.7 16.1 3.8 Total Current Assets $54.5 $39.1 $36.7 $29.5 Land Use Right 48.9 50.7 48.6 48.8 PP&E 583.7 581.0 548.5 539.7 Intangible Assets, net 6.2 5.8 4.7 4.7 Goodwill 135.2 135.7 112.5 115.0 Other Assets 1.2 2.7 3.3 3.4 Total Assets $829.8 $814.9 $754.3 $741.2 Liabilities & Stockholders' Equity Current Liabilities: Accounts Payable $4.8 $5.3 $3.1 $2.0 Current Maturities 78.5 72.5 57.2 51.6 Accrued Expenses 66.9 75.0 43.8 33.6 Warrant Liabilities 0.0 0.4 0.8 0.6 Amounts Due to Related Parties 12.9 12.2 12.7 14.4 Other Current Liabilities 0.0 12.5 0.0 0.0 Total Current Liabilities $163.1 $177.9 $117.7 $102.1 Long-Term Loans 224.3 215.4 213.0 201.3 Deferred Tax Liabilities 25.4 26.6 24.3 24.5 Other Non-current Liabilities 0.1 0.2 6.8 9.3 Total Liabilities $412.8 $420.0 $361.8 $337.1 Noncontrolling Interests 11.1 0.5 0.6 0.5 Stockholders' Equity: Total Stockholders' Equity 417.0 394.9 392.5 404.1 Total Liabilities & Stockholders' Equity $829.8 $814.9 $754.3 $741.2 Preliminary – Subject to further review  

 


Selected Companies Trading Statistics Sources: public filings, CapitalIQ, analyst reports; Notes: 1. Enterprise Value refers to equity market value + debt + preferred stock + derivative liabilities + minority interest – cash and short term investment LTM refers to the most recently completed twelve month period for which financial information has been made public FY refers to fiscal year na refers to not available figure nm refers to not meaningful figure, Enterprise Value/EBITDA multiples higher than 50x and P/E multiples higher than 100x are listed as ‘nm’ No company used in this analysis for comparative purposes is identical to the Company (dollars in millions, except per share / ADS value) (dollars in millions, except per share / ADS value) Price Equity Enterprise Enterprise Value / EBITDA P/E EV/MW P/BV P/TBV Listing 12/6/2013 Value Value (2)LTM FY13 FY14 LTM FY13 FY14 Company Country Exchange ($) ($mm) ($mm) (x) (x) (x) (x) (x) (x) ($/W) (x) (x) China and HK listed Hydro Selected Companies China Yangtze Power China SHSE $1.08 $17,878 $27,026 7.8x 8.3x 8.0x 14.8x 11.3x 10.7x 1.04 1.42x 1.42x Sichuan Chuantou Energy China SHSE 1.94 3,811 4,863 39.4x 37.7x 35.3x 18.3x 17.8x 10.2x 1.70 2.37x 2.38x Guizhou Qianyuan Power China SZSE 1.71 349 2,687 22.2x nm nm nm 9.2x 9.7x 1.09 1.24x 1.25x Chongqing Three Gorges China SHSE 1.79 478 676 16.7x nm nm 31.9x nm nm 3.25 2.63x 2.70x Hunan Fazhan Industrial China SZSE 1.21 586 623 21.7x nm nm 20.6x nm nm 4.45 1.60x 1.61x Sichuan Xichang Electric Power China SHSE 1.55 566 622 18.8x nm nm 34.3x nm nm 6.25 3.85x 4.04x Sichuan Mingxing Electric Power China SHSE 1.51 491 435 14.2x na na 14.5x na na 2.99 1.67x 1.89x Haitian Hydropower International China SEHK 0.07 74 81 25.1x nm nm 118.0x nm nm 3.09 1.42x 4.24x Mean 20.7x 23.0x 21.6x 36.1x 12.8x 10.2x 2.98 2.02x 2.44x Median 20.3x 23.0x 21.6x 20.6x 11.3x 10.2x 3.04 1.63x 2.14x High 39.4x 37.7x 35.3x 118.0x 17.8x 10.7x 6.25 3.85x 4.24x Low 7.8x 8.3x 8.0x 14.5x 9.2x 9.7x 1.04 1.24x 1.25x Emerging Markets Hydroelectric Selected Companies Tractebel Energia S.A. Brazil BOVESPA $15.96 $10,417 $11,579 8.5x 8.5x 7.5x 15.4x 16.1x 13.4x 1.68 4.58x 4.69x RusHydro Russia MICEX 0.02 5,300 9,583 7.5x 4.6x 4.5x 13.2x 5.4x 5.7x 0.26 0.34x 0.34x NHPC Ltd. India BSE 0.30 3,663 6,010 8.6x 8.3x 7.5x 9.1x 9.4x 8.7x 1.05 0.74x 0.83x Jaiprakash Power Ventures Limited India BSE 0.33 1,004 4,632 14.5x 11.0x 6.0x 17.6x 12.9x 7.7x 0.84 0.95x 0.95x AES Tietê S.A. Brazil BOVESPA 8.00 3,140 3,442 5.5x 5.1x 4.5x 8.8x 7.9x 7.1x 1.29 4.04x 4.18x Duke Energy International, Geração Paranapanema S.A. Brazil BOVESPA 26.60 2,512 2,713 7.9x nm nm 16.5x nm nm 1.21 2.13x 2.16x SJVN Limited India NSEI 0.35 1,434 1,457 5.9x 5.4x 4.2x 8.0x 7.9x 7.3x 0.76 0.96x 0.96x Vinh Son-Song Hinh Hydro Power Joint Stock Company Vietnam HOSE 0.69 142 152 19.2x na na 22.5x na na 2.30 1.18x 1.18x Mean 9.7x 7.1x 5.70x 13.9x 9.9x 8.3x 1.17 1.87x 1.91x Median 8.2x 6.8x 5.24x 14.3x 8.7x 7.5x 1.13 1.07x 1.07x High 19.2x 11.0x 7.5x 22.5x 16.1x 13.4x 2.30 4.58x 4.69x Low 5.5x 4.6x 4.2x 8.0x 5.4x 5.7x 0.26 0.34x 0.34x US Listed Hydroelectric Selected Companies IdaCorp United States NYSE $52.90 $2,662 $4,219 10.0x 9.9x 10.3x 15.9x 15.4x 15.7x 1.17 1.43x 1.44x Avista Corp. United States NYSE 27.61 1,658 3,108 8.5x 8.3x 7.7x 15.4x 15.8x 14.0x 1.69 1.29x 1.42x Mean 9.2x 9.1x 9.0x 15.7x 15.6x 14.8x 1.43 1.36x 1.43x Median 9.2x 9.1x 9.0x 15.7x 15.6x 14.8x 1.43 1.36x 1.43x High 10.0x 9.9x 10.3x 15.9x 15.8x 15.7x 1.69 1.43x 1.44x Low 8.5x 8.3x 7.7x 15.4x 15.4x 14.0x 1.17 1.29x 1.42x China Hydroelectric as of December 06, 2013 China NYSE $2.56 $139 $374 7.7x 7.1x 7.7x nm 30.0x 59.9x 0.74 0.34x 0.49x China Hydroelectric (NewQuest Offer) China NYSE 2.97 161 397 8.1x 7.5x 8.2x nm 34.8x 69.5x 0.78 0.40x 0.57x Preliminary – Subject to further review

 


Selected Transactions Analysis Source: CapitalIQ, Mergermarket Note: 1. Based on reported metric for the most recent LTM period prior to the announcement of the transaction na refers to not available figure or information No transaction used in this analysis for comparative purposes is identical to the Transaction Selected transaction analysis continues on the next page (dollars in millions, except per share / ADS value) (dollars in millions, except per share / ADS value) Target EV/Target % Installed Installed Announce Sought Implied EV Capacity Capacity Date Target Acquirer Seller (%) ($ million) (MW) ($/W) Target Installed Capacity >1GW 9/21/2009 Datang Yantan Hydropower Co., Ltd. Guangxi Guiguan Electric Power Co., Ltd. (SHSE:600236) China Datang Corporation 70% $748.3 1,000 $0.75/W 5/27/2008 Wu Ling Power Corporation China Power International Development Ltd. (SEHK:2380) China Power Investment Corporation 63% 1,025.9 5,840 0.18/W Mean 0.46/W Median 0.46/W High 0.75/W Low 0.18/W Target Installed Capacity from 100MW to 1GW 11/13/2012 Sichuan Dachuan Power Co., Ltd. Beijing Jingneng Clean Energy Corp. (SEHK:579) Beijing Energy Investment Holding Co., Ltd. 100% $205.5 124 $1.66/W 12/15/2011 Chongqing Meixi River Hydropower Development CompanyCPI (Fujian) Power Development Limited Zhe Jiang Ouneng Electric Power Group Stock Co., Ltd. 100% 54.7 129 0.42/W Limited 11/10/2011 Guodian Changyuan Electric Power Co. Ltd., HydroelectricDadu Hydropower Development Co., Ltd. Guodian Changyuan Electric Power Co. Ltd. (SZSE:000966 100% 168.6 225 0.75/W Assets 12/29/2009 Yuneng (Group) Company Limited Datang International Power Generation Co. Ltd. (SEHK:991) na 100% 196.9 820 0.24/W 12/28/2009 Zhuzhou Navigation and Hydropower Complex Hunan Fazhan Industrial Co., Ltd. (SZSE:000722) Hunan Fazhan Investment Group Co., Ltd. 100% 249.1 140 1.78/W 6/8/2009 Leidatan Hydropower Plant Co., Ltd. Jiangsu ChengXing Phosph-Chemicals Co., Ltd. (SHSE:600078) Jiangyin Chengxing Industrial Group Co., Ltd. 55% 66.5 108 0.62/W Mean 0.91/W Median 0.68/W High 1.78/W Low 0.24/W Target Installed Capacity from 50MW to 100MW Guangdong Meiyan Jixiang Hydropower Co., Ltd. 7/2/2012 Guangxi Rongshui Guding Hydropower Co., Ltd. China Guangdong Nuclear Energy Development Company Limited 95% $39.7 80 $0.50/W (SHSE:600868) 10/12/2011 Maweigou Hydropower Co., Ltd. Huaneng Power International, Inc. (SEHK:902) na 100% 35.7 55 0.65/W Asia Power Corporation Limited (SGX:A03); Asia Power (Hainan) 5/18/2010 Xi'an Kaixin Enterprise Co., Ltd na 52% 42.8 62 0.69/W Investment Co., Ltd 5/13/2010 Yunnan Hongshiyan Hydropower Development Co., Ltd. Sichuan Guangan AAA Public Co., Ltd. (SHSE:600979) na 51% 34.7 80 0.43/W Guangdong Meiyan Jixiang Hydropower Co., Ltd. 1/11/2010 Guangxi Liuzhou Guiliu Hydropower Co., Ltd. China Guangdong Nuclear Energy Development Company Limited 62% 79.0 56 1.42/W (SHSE:600868) 2/13/2008 Hebei Huadian Complex Pumping-storage Power Co., Ltd. Huadian Power International Corporation Limited (SEHK:1071) China Huadian Corporation 100% 5.1 50 0.10/W Mean 0.63/W Median 0.57/W High 1.42/W Low 0.10/W Preliminary – Subject to further review

 


Selected Transactions Analysis (cont.) Source: Capital IQ, Mergermarket Based on reported metric for the most recent LTM period prior to the announcement of the transaction na refers to not available No transaction used in this analysis for comparative purposes is identical to the Transaction Red boxed indicates transactions involving China Hydroelectric. Zhejiang Province Jingning Yingchuan Hydroelectric Development Co., Ltd. operates as a subsidiary of China Hydroelectric Corporation. (dollars in millions, except per share / ADS value) (dollars in millions, except per share / ADS value) Target EV/Target % Installed Installed Announce Sought Implied EV Capacity Capacity Date Target Acquirer Seller (%) ($ million) (MW) ($/W) Target Installed Capacity < 50MW 10/18/2012 Pingnan County Yuheng Hydropower Co., Ltd. na China Hydroelectric Corporation (NYSE:CHC) 100% $44.6 30 $1.49/W 7/20/2012 Pingnan County Wangkeng Hydroelectric Co., Ltd. China Hydroelectric Corporation (NYSE:CHC) na 100% 59.0 40 1.48/W 12/6/2011 Pingnan County Yuanping Hydroelectric Co., Ltd. na China Hydroelectric Corporation (NYSE:CHC) 100% 22.0 16 1.37/W 11/9/2010 Dazhaihe Project China Hydroelectric Corporation (NYSE:CHC) na 100% 17.8 15 1.19/W Fujian Taiyu Investment, Fengyi Electricity Development 11/8/2010 Jinling / Jinlong / Jintang / Jinwei Projects China Hydroelectric Corporation (NYSE:CHC) 100% 39.1 55 0.71/W and Xinguang Electricity 9/13/2010 Xiaopengzu Project in Yunnan Province China Hydroelectric Corporation (NYSE:CHC) Individual sharesholders including Gouding Mao 100% 57.5 44 1.31/W Yunnan Minfa Hydroelectric Development Group Co., Ltd 8/1/2010 Fugong County Hengda Hydroelectric China Hydroelectric Corporation (NYSE:CHC) (96% of holder) and Xiamen Minrui Investment Co., Ltd. 100% 14.2 54 0.26/W (4% shareholder) 4/14/2010 Yingjiang County Qinrui Husahe Hydropower Co. Ltd Yunnan Huabang Electric Power Development Co., Ltd., Dehong Qinrui (Group) Power Investment and Developmen 100% 16.8 19 0.90/W 12/8/2009 Longquan Ruiyang Cascade II Hydroelectric Co., Ltd. Zhejiang Province Jingning Yingchuan Hydroelectric Development Co., Ltd. Guangdong Qing Neng Power Generation Group Co., Ltd. 100% 23.4 32 0.73/W 4/10/2009 Jingrong Industrial Development Co., Ltd. Shenzhen Zhaoheng Hydropower Co., Ltd. Hunan Zhaoheng Hydropower Co., Ltd. 100% 2.6 8 0.34/W 2/23/2009 Hezhou Shangcheng Electric Power Co., Ltd. Guangxi Guidong Electric Power Co. Ltd. (SHSE:600310) Zhuhai Kadoo Investment Co., Ltd. 50% 2.9 12 0.24/W Hubei Minyuan Industrial Development Co., Ltd.; Shiyan 1/12/2009 Hubei Hongping Power Generation Co., Ltd. Shenzhen Zhaoheng Hydropower Co., Ltd. 85% 10.5 16 0.64/W Juhong Power Development Co., Ltd. Hubei Minyuan Industrial Development Co., Ltd.; Shiyan 11/25/2008 Hubei Minyuan Huohe Hydropower Development Co., Ltd. Shenzhen Zhaoheng Hydropower Co., Ltd. 88% 4.6 13 0.36/W Juhong Power Development Co., Ltd. 6/15/2008 Jingrong Industrial Development Co., Ltd. Hunan Zhaoheng Hydropower Co., Ltd. na 100% 7.2 8 0.97/W Mean (excluding CHC transactions) 0.51/W Median (excluding CHC transactions) 0.36/W High (excluding CHC transactions) 0.97/W Low (excluding CHC transactions) 0.24/W Mean 0.86/W Median 0.82/W High 1.49/W Low 0.24/W China Hydroelectric as of December 6, 2013 100% $374.4 506 $0.74/W China Hydroelectric (NewQuest Offer) 100% 396.6 506 0.78/W Preliminary – Subject to further review

 


Benchmarking Analysis1 Source: Public filings, analyst reports, Company management Note: 1. No company used for comparative purposes is identical to the Company 2. Based on public trading prices of common stock 3. LTM refers to the most recently completed twelve month period for which financial information has been made public na refers to not available Size Size2 Historical Growth Historical Growth LTM Revenue, millions Enterprise Value as of 12/6/13 (millions) FY2010 - FY2012 Revenue CAGR FY2011 - FY2012 Revenue Name Value Name Value Name Value Name Value RusHydro $9,335.7 China Yangtze Power $27,025.9 Jaiprakash Power Ventures 82.7% Guizhou Qianyuan Power 81.3% China Yangtze Power $3,931.9 Tractebel Energia S.A. $11,578.9 China Hydroelectric Corporation 21.2% China Hydroelectric Corporation 56.4% Tractebel Energia S.A. $2,294.4 RusHydro $9,582.7 Chongqing Three Gorges 13.4% Jaiprakash Power Ventures 52.2% Avista Corp. $1,581.4 NHPC $6,009.9 Duke Energy International 13.1% Hunan Fazhan Industrial 36.9% IdaCorp $1,200.8 Sichuan Chuantou Energy $4,863.2 RusHydro 12.4% Haitian Hydropower Int'l. 26.6% NHPC $1,041.8 Jaiprakash Power Ventures $4,632.1 NHPC 11.6% China Yangtze Power 24.5% AES Tietê S.A. $983.0 IdaCorp $4,219.0 Guizhou Qianyuan Power 10.7% Duke Energy International 15.2% Duke Energy International $491.1 AES Tietê S.A. $3,441.8 Sichuan Xichang Electric Power 10.2% Chongqing Three Gorges 14.4% Jaiprakash Power Ventures $400.1 Avista Corp. $3,107.7 AES Tietê S.A. 9.7% Tractebel Energia S.A. 13.5% SJVN $283.9 Duke Energy International $2,713.3 Tractebel Energia S.A. 9.5% Sichuan Mingxing Electric Power 12.4% Chongqing Three Gorges $194.2 Guizhou Qianyuan Power $2,687.0 China Yangtze Power 8.6% AES Tietê S.A. 12.0% Sichuan Chuantou Energy $190.7 SJVN $1,457.4 Sichuan Mingxing Electric Power 3.9% Sichuan Xichang Electric Power 12.0% Guizhou Qianyuan Power $171.2 Chongqing Three Gorges $675.7 IdaCorp 2.1% RusHydro 10.6% Sichuan Mingxing Electric Power $170.8 Hunan Fazhan Industrial $623.0 Sichuan Chuantou Energy 1.9% IdaCorp 5.3% Sichuan Xichang Electric Power $106.6 Sichuan Xichang Electric Power $621.7 Avista Corp. (0.4%) Sichuan Chuantou Energy (1.2%) China Hydroelectric Corporation $76.8 Sichuan Mingxing Electric Power $435.1 SJVN (4.1%) Avista Corp. (4.5%) Hunan Fazhan Industrial $41.3 China Hydroelectric Corporation $374.4 Haitian Hydropower Int'l. (4.7%) NHPC (11.3%) Vinh Son-Song Hinh Hydro Power $11.5 Vinh Son-Song Hinh Hydro Power $151.8 Vinh Son-Song Hinh Hydro Power (11.5%) SJVN (12.7%) Haitian Hydropower Int'l. $4.5 Haitian Hydropower Int'l. $81.1 Hunan Fazhan Industrial (33.8%) Vinh Son-Song Hinh Hydro Power (27.7%) Projected Growth Historical Growth Historical Growth Projected Growth FY2012 - FY2013 Revenue FY2010 - FY2012 EBITDA CAGR FY2011 - FY2012 EBITDA FY2012 - FY2013 EBITDA Name Value Name Value Name Value Name Value Jaiprakash Power Ventures 46.8% Hunan Fazhan Industrial 89.2% China Hydroelectric Corporation 151.0% RusHydro 81.1% SJVN 14.7% Jaiprakash Power Ventures 73.2% Guizhou Qianyuan Power 91.5% Jaiprakash Power Ventures 32.4% AES Tietê S.A. 9.7% China Hydroelectric Corporation 26.2% Chongqing Three Gorges 62.2% Sichuan Chuantou Energy 16.1% RusHydro 8.7% Chongqing Three Gorges 16.7% Hunan Fazhan Industrial 39.8% IdaCorp 15.4% IdaCorp 7.8% Duke Energy International 13.2% Jaiprakash Power Ventures 32.2% SJVN 14.2% Avista Corp. 7.6% NHPC 11.0% IdaCorp 32.1% Avista Corp. 13.8% Tractebel Energia S.A. 6.3% Tractebel Energia S.A. 10.1% China Yangtze Power 23.8% NHPC 3.3% NHPC 4.7% Guizhou Qianyuan Power 9.3% Duke Energy International 10.3% Tractebel Energia S.A. 2.0% Sichuan Chuantou Energy 3.9% IdaCorp 8.2% Tractebel Energia S.A. 6.8% AES Tietê S.A. 1.8% China Yangtze Power (7.5%) China Yangtze Power 7.7% AES Tietê S.A. 4.6% China Hydroelectric Corporation 0.0% China Hydroelectric Corporation (9.8%) AES Tietê S.A. 7.6% Haitian Hydropower Int'l. 1.6% China Yangtze Power (7.4%) Guizhou Qianyuan Power na Sichuan Mingxing Electric Power 4.4% Sichuan Mingxing Electric Power 1.6% Guizhou Qianyuan Power na Sichuan Xichang Electric Power na Sichuan Chuantou Energy 0.3% Sichuan Chuantou Energy (3.7%) Sichuan Xichang Electric Power na Chongqing Three Gorges na Avista Corp. (0.0%) Avista Corp. (3.9%) Chongqing Three Gorges na Hunan Fazhan Industrial na SJVN (4.9%) Sichuan Xichang Electric Power (12.7%) Hunan Fazhan Industrial na Sichuan Mingxing Electric Power na RusHydro (13.1%) SJVN (13.4%) Sichuan Mingxing Electric Power na Haitian Hydropower Int'l. na Sichuan Xichang Electric Power (14.4%) NHPC (16.5%) Haitian Hydropower Int'l. na Duke Energy International na Haitian Hydropower Int'l. (15.0%) RusHydro (28.7%) Duke Energy International na Vinh Son-Song Hinh Hydro Power na Vinh Son-Song Hinh Hydro Power (18.8%) Vinh Son-Song Hinh Hydro Power (33.8%) Vinh Son-Song Hinh Hydro Power na Preliminary – Subject to further review

 


Benchmarking Analysis1 (cont.) Source: Public filings, analyst reports, Company management Note: 1. No company used for comparative purposes is identical to the Company 2. Based on public trading prices of common stock 3. LTM refers to the most recently completed twelve month period for which financial information has been made public Profitability Profitability Relative Depreciation Internal Investment LTM EBITDA to LTM Revenue LTM Net Income to LTM Revenue LTM Depreciation to LTM EBITDA LTM Capital Expenditures to LTM Revenue Name Value Name Value Name Value Name Value SJVN 87.0% Sichuan Chuantou Energy 109.5% China Hydroelectric Corporation 48.2% Jaiprakash Power Ventures 342.3% Jaiprakash Power Ventures 79.7% Hunan Fazhan Industrial 68.8% Sichuan Mingxing Electric Power 46.8% Vinh Son-Song Hinh Hydro Power 241.1% China Yangtze Power 78.8% SJVN 63.2% Chongqing Three Gorges 46.3% Guizhou Qianyuan Power 125.0% Haitian Hydropower Int'l. 72.1% Vinh Son-Song Hinh Hydro Power 54.7% Vinh Son-Song Hinh Hydro Power 45.0% SJVN 49.9% Guizhou Qianyuan Power 70.7% NHPC 38.6% RusHydro 43.3% NHPC 37.5% Duke Energy International 70.3% AES Tietê S.A. 36.5% Guizhou Qianyuan Power 40.8% Chongqing Three Gorges 32.1% Hunan Fazhan Industrial 69.4% Duke Energy International 31.0% Sichuan Xichang Electric Power 37.1% Hunan Fazhan Industrial 27.7% Vinh Son-Song Hinh Hydro Power 68.6% China Yangtze Power 30.8% Avista Corp. 35.8% RusHydro 22.4% NHPC 66.9% Tractebel Energia S.A. 29.4% Sichuan Chuantou Energy 34.7% Sichuan Xichang Electric Power 20.7% Sichuan Chuantou Energy 64.7% Sichuan Mingxing Electric Power 19.8% IdaCorp 31.3% Avista Corp. 20.0% China Hydroelectric Corporation 63.7% Sichuan Xichang Electric Power 15.5% China Yangtze Power 30.2% IdaCorp 18.1% AES Tietê S.A. 63.1% Jaiprakash Power Ventures 14.3% SJVN 29.5% Sichuan Mingxing Electric Power 15.8% Tractebel Energia S.A. 59.2% IdaCorp 13.9% NHPC 28.6% Tractebel Energia S.A. 9.0% IdaCorp 35.2% Haitian Hydropower Int'l. 13.9% Duke Energy International 27.2% AES Tietê S.A. 7.8% Sichuan Xichang Electric Power 31.1% Chongqing Three Gorges 7.7% Haitian Hydropower Int'l. 26.7% China Hydroelectric Corporation 6.9% Avista Corp. 23.2% Avista Corp. 6.8% Hunan Fazhan Industrial 21.8% China Yangtze Power 6.7% Chongqing Three Gorges 20.9% RusHydro 4.3% Jaiprakash Power Ventures 19.2% Duke Energy International 3.6% Sichuan Mingxing Electric Power 17.9% China Hydroelectric Corporation 0.8% Tractebel Energia S.A. 18.4% Sichuan Chuantou Energy 2.8% RusHydro 13.8% Guizhou Qianyuan Power (7.8%) AES Tietê S.A. 11.5% Haitian Hydropower Int'l. 0.7% Liquidity Leverage2 Leverage2 Leverage2 Current Ratio as of 12/6/13 Debt to EV as of 12/6/13 Debt to LTM EBITDA Implied Interest Rate (%) Name Value Name Value Name Value Name Value Haitian Hydropower Int'l. 5.0 Jaiprakash Power Ventures 80.8% Guizhou Qianyuan Power 17.2x Haitian Hydropower Int'l. 15.7% SJVN 4.8 Guizhou Qianyuan Power 77.5% Jaiprakash Power Ventures 11.8x China Hydroelectric Corporation 9.1% NHPC 2.0 China Hydroelectric Corporation 67.6% Sichuan Chuantou Energy 8.4x Duke Energy International 8.9% Duke Energy International 1.8 NHPC 55.1% Chongqing Three Gorges 6.6x Sichuan Mingxing Electric Power 8.6% Vinh Son-Song Hinh Hydro Power 1.8 RusHydro 54.0% Haitian Hydropower Int'l. 5.6x NHPC 8.4% IdaCorp 1.7 Avista Corp. 48.6% China Hydroelectric Corporation 5.2x AES Tietê S.A. 7.1% Hunan Fazhan Industrial 1.1 IdaCorp 41.2% Vinh Son-Song Hinh Hydro Power 5.1x Tractebel Energia S.A. 6.5% RusHydro 1.0 Chongqing Three Gorges 39.7% NHPC 4.7x Jaiprakash Power Ventures 6.0% Tractebel Energia S.A. 1.0 China Yangtze Power 36.6% Avista Corp. 4.1x Chongqing Three Gorges 5.7% AES Tietê S.A. 0.9 Vinh Son-Song Hinh Hydro Power 26.3% IdaCorp 4.1x China Yangtze Power 5.4% Avista Corp. 0.9 SJVN 24.3% RusHydro 4.0x IdaCorp 5.3% Sichuan Mingxing Electric Power 0.9 Haitian Hydropower Int'l. 22.1% China Yangtze Power 3.2x Guizhou Qianyuan Power 5.2% Chongqing Three Gorges 0.7 Sichuan Chuantou Energy 21.4% Hunan Fazhan Industrial 2.5x Avista Corp. 4.7% Sichuan Xichang Electric Power 0.5 Duke Energy International 17.0% Sichuan Xichang Electric Power 2.3x Sichuan Chuantou Energy 4.5% Jaiprakash Power Ventures 0.5 AES Tietê S.A. 14.2% SJVN 1.4x Sichuan Xichang Electric Power 3.6% Sichuan Chuantou Energy 0.5 Tractebel Energia S.A. 12.9% Duke Energy International 1.3x RusHydro 3.3% China Hydroelectric Corporation 0.3 Sichuan Xichang Electric Power 12.3% Tractebel Energia S.A. 1.1x SJVN 2.0% China Yangtze Power 0.2 Hunan Fazhan Industrial 11.3% AES Tietê S.A. 0.8x Vinh Son-Song Hinh Hydro Power 0.6% Guizhou Qianyuan Power 0.2 Sichuan Mingxing Electric Power 0.0% Sichuan Mingxing Electric Power 0.0x Hunan Fazhan Industrial 0.4% Preliminary – Subject to further review

 


Implied Premiums Paid in Selected Going-Private Transactions Involving US-Listed Chinese Companies Source: Company filings, CapitalIQ Note: na refers to not announced 1. As of announcement date or any revised offers received after announcement date 2. VWAP stands for Volume Weighted Average Price 3. As of announcement date Announced Closing Offer Price Premium Date Date Company Name Price1(US$) 1-Day Prior 30-Day VWAP260-Day VWAP290 -Day VWAP2180-Day VWAP252-Week VWAP252-Week High3 On-Going Deals 11/25/2013 - Giant Interactive Group, Inc. $11.75 16.0% 28.8% 30.9% 34.6% 44.6% 58.7% 2.7% 9/30/2013 - Charm Communications Inc. 4.70 17.2% 14.3% 13.2% 9.2% 5.2% 13.5% (20.2%) 8/19/2013 - Exceed Company Ltd 1.78 19.5% 24.4% 27.9% 30.4% 30.2% 24.4% (3.8%) 6/20/2013 - ChinaEdu Corporation 7.00 19.9% 32.7% 13.2% 14.0% 15.7% 18.3% (16.3%) 6/6/2013 - iSoftStone Holdings Limited 5.45 12.6% 32.7% 20.1% 16.8% 15.8% 12.8% (23.1%) 5/21/2013 - Le Gaga Holdings Ltd 4.01 16.6% 20.5% 15.2% 14.3% 8.6% 6.3% (24.1%) 5/20/2013 - Pactera Technology International Ltd. 7.30 38.8% 34.5% 19.9% 14.0% 8.1% 2.5% (33.0%) 3/12/2013 - Camelot Information Systems Inc. 1.85 23.3% 27.6% 53.7% 51.5% 20.7% (20.0%) (54.5%) 3/11/2013 - Simcere Pharmaceutical Group. 9.56 20.1% 21.9% 21.4% 20.3% 20.0% 17.1% 1.0% 11/2/2012 - Trunkbow International Holdings, Ltd. 1.46 24.8% 48.6% 54.8% 49.3% 6.6% 1.1% (39.4%) 10/15/2012 - American Lorain Corporation 1.60 28.5% 30.6% 34.2% 36.6% 23.8% 20.3% (8.6%) 10/15/2012 - Yongye International, Inc. 6.69 39.7% 49.2% 64.0% 72.7% 86.9% 75.5% 13.4% 10/12/2012 - Ninetowns Internet Technology Group Company Ltd. 2.00 85.2% 79.4% 81.9% 73.7% 62.7% 62.7% (2.4%) 1/20/2012 - AsiaInfo-Linkage, Inc. 12.00 21.0% 50.8% 43.2% 38.7% (0.1%) (13.9%) (47.6%) 12/13/2011 - WSP Holdings Ltd. 3.20 60.0% 49.2% 52.5% 48.0% (33.0%) (43.3%) (61.7%) On-Going Deals Mean 29.8% 36.4% 36.0% 34.3% 22.0% 17.5% (20.4%) Median 22.2% 32.7% 30.7% 32.5% 17.9% 15.3% (18.2%) NewQuest Offer 9/4/2013 - China Hydroelectric Corporation 2.97 33.2% 35.8% 30.6% 25.2% 35.6% 44.1% (8.6%) Preliminary – Subject to further review

 


Implied Premiums Paid in Selected Going-Private Transactions Involving US-Listed Chinese Companies (cont.) Source: Company filings, CapitalIQ Note: na refers to not announced 1. As of announcement date or any revised offers received after announcement date 2. VWAP stands for Volume Weighted Average Price 3. As of announcement date Announced Closing Offer Price Premium Date Date Company Name Price1(US$) 1-Day Prior 30-Day VWAP260-Day VWAP290 -Day VWAP2180-Day VWAP252-Week VWAP252-Week High3 Closed Deals 8/13/2012 7/30/2013 LJ International Inc. $2.00 24.2% 21.4% 29.2% 17.6% 4.7% (4.1%) (31.3%) 9/26/2012 7/8/2013 7 Days Group Holdings Limited 13.80 30.6% 43.2% 45.3% 42.5% 24.3% 15.6% (21.1%) 10/3/2012 6/27/2013 Feihe International, Inc. 7.40 21.3% 23.6% 14.9% 22.9% 42.8% 47.9% (20.4%) 3/27/2012 6/27/2013 Zhongpin, Inc. 13.50 46.6% 46.5% 38.6% 40.3% 44.7% 24.4% (22.0%) 9/12/2012 5/30/2013 3SBio Inc. 16.70 44.1% 45.7% 39.6% 33.8% 33.6% 37.2% 8.9% 8/13/2012 5/23/2013 Focus Media Holding Ltd. 27.50 17.6% 36.6% 33.9% 28.2% 28.2% 26.2% (16.5%) 2/15/2013 5/17/2013 China Shenghuo Pharmaceutical Holdings, Inc. 0.16 18.5% 61.5% 42.8% 46.0% (33.0%) (36.6%) (78.6%) 9/7/2012 4/9/2013 Syswin Inc. 2.05 28.1% 45.7% 39.9% 43.5% 112.5% 103.3% (12.4%) 7/6/2012 3/28/2013 ShangPharma Corporation 9.00 30.8% 44.8% 34.2% 20.4% 13.0% 4.8% (26.5%) 5/9/2012 2/7/2013 China Nuokang Bio-Pharmaceutical Inc. 5.80 56.8% 74.0% 95.9% 102.9% 41.3% 37.3% (1.4%) 5/21/2012 12/28/2012 Yucheng Technologies Limited 3.90 26.4% 28.0% 32.4% 42.5% 52.7% 43.5% 0.8% 11/3/2010 12/27/2012 Fushi Copperweld, Inc. 9.50 4.4% 1.6% 8.0% 9.4% (2.0%) 0.0% (26.6%) 4/2/2012 12/11/2012 Winner Medical Group Inc. 4.50 32.3% 29.2% 40.1% 46.4% 31.7% 12.7% (15.1%) 1/9/2012 11/9/2012 Pansoft Company Limited 4.15 106.5% 83.2% 93.2% 79.6% 36.7% 27.4% (16.0%) 5/3/2012 11/2/2012 China Mass Media Corp. 5.00 115.5% 133.1% 38.9% (3.2%) (35.0%) (38.2%) (80.8%) 2/21/2012 10/31/2012 China TransInfo Technology Corp. 5.80 12.6% 26.6% 40.0% 52.6% 67.7% 47.7% 11.5% 2/24/2012 10/17/2012 Gushan Environmental Energy Limited 1.65 34.1% 28.1% 27.7% 10.0% (13.6%) (31.8%) (66.7%) 1/6/2012 5/15/2012 Jingwei International Limited 2.20 64.2% 66.6% 57.0% 48.2% 8.3% (5.7%) (46.5%) 10/28/2011 4/20/2012 China Real Estate Information Corporation 5.73 6.1% 20.1% 7.0% (5.8%) (13.3%) (21.8%) (46.3%) 11/14/2011 4/17/2012 China GrenTech Corp. Ltd. 3.15 23.0% 34.3% 42.4% 45.7% 18.4% 11.6% (14.9%) 10/17/2011 2/14/2012 Shanda Interactive Entertainment Ltd. 41.35 23.5% 26.6% 25.1% 20.6% 2.3% 2.5% (23.7%) 3/7/2011 11/4/2011 China Fire & Security Group, Inc. 9.00 43.8% 52.4% 40.1% 28.1% 12.1% (13.5%) (45.4%) 10/11/2010 11/1/2011 Harbin Electric, Inc. 24.00 20.2% 36.3% 35.1% 37.7% 24.8% 22.3% (7.7%) 1/28/2011 9/16/2011 China Security & Surveillance Technology, Inc. 6.50 33.2% 30.1% 26.1% 21.3% 24.9% 11.9% (26.9%) 3/25/2011 8/25/2011 Funtalk China Holdings Limited 7.20 17.1% 34.2% 30.6% 26.7% 2.9% 3.9% (17.5%) 11/11/2010 8/19/2011 Chemspec International Limited 8.10 28.2% 29.2% 27.0% 22.8% 10.4% 14.2% (10.5%) 6/27/2011 8/11/2011 Tiens Biotech Group (USA), Inc. 1.72 67.0% 44.2% 31.5% 27.6% 21.5% 16.5% (13.1%) 4/8/2010 4/15/2011 Tongjitang Chinese Medicines Company 4.50 19.0% 22.3% 21.9% 21.0% 17.9% 18.4% (11.8%) Closed Deals Mean 35.6% 41.7% 37.1% 33.2% 20.7% 13.5% (24.2%) Median 28.1% 35.3% 34.7% 28.2% 20.0% 13.5% (19.0%) Overall Mean 33.5% 39.8% 36.7% 33.6% 21.2% 14.9% (22.8%) Median 25.6% 34.2% 34.1% 29.3% 19.2% 13.8% (18.9%) NewQuest Offer 9/4/2013 - China Hydroelectric Corporation 2.97 33.2% 35.8% 30.6% 25.2% 35.6% 44.1% (8.6%) Preliminary – Subject to further review

 


Illustrative Implied Multiples and Investment Required Source: Company filings, CapitalIQ Note: 1. Based on 54,147,711 fully diluted ADS outstanding calculated by adding basic ADS outstanding reported by the Company ‘s 6K filing as of November 26, 2013 and options granted to employees (exercisable at US$0.46 per ordinary share), which are in-the-money under NewQuest’s offer price (dollars in millions, except per share / ADS value) (dollars in millions, except per share / ADS value) Illustrative Implied Implied Premium Implied Implied EV1/ Implied Total Estimated Implied Purchase Price Implied Share Equity to Pre-Announcement Enterprise EBITDA P/E Investment Required1Per ADS Price Value1 ADS Price Value1 12/31/2013 12/31/2013 NewQuest Pre-announcement Price (9/3/2013): $2.23 $0.74 $120.7 0.0% $356.5 6.7x 26.2x $55.5 Current Trading Price (12/06/2013): $2.56 0.85 138.6 14.8% 374.4 7.1x 30.0x 63.7 NewQuest per ADS Consideration: $2.97 0.99 160.8 33.2% 396.6 7.5x 34.8x 74.0 $3.50 1.17 189.5 57.0% 425.3 8.0x 41.1x 87.2 3.75 1.25 203.1 68.2% 438.8 8.3x 44.0x 93.4 4.00 1.33 216.6 79.4% 452.3 8.5x 46.9x 99.6 4.25 1.42 230.1 90.6% 465.9 8.8x 49.9x 105.8 4.50 1.50 243.7 101.8% 479.4 9.0x 52.8x 112.1 4.75 1.58 257.2 113.0% 493.0 9.3x 55.7x 118.3 5.00 1.67 270.7 124.2% 506.5 9.6x 58.7x 124.5 5.25 1.75 284.3 135.4% 520.0 9.8x 61.6x 130.7 5.50 1.83 297.8 146.6% 533.6 10.1x 64.5x 137.0 5.75 1.92 311.3 157.8% 547.1 10.3x 67.4x 143.2 6.00 2.00 324.9 169.1% 560.6 10.6x 70.4x 149.4 Additional Investment Required per Selected Price Movements Per ADS Additional Investment 1Price Movement NewQuest $0.05 $1.2 0.10 $2.5 0.25 $6.2 0.50 $12.5 1.00 $24.9 Preliminary – Subject to further review

 


Company Overview . Headquartered in Beijing, China Hydroelectric Corporation (“CHC” or the “Company”) is an owner, consolidator, developer and operator of small hydroelectric power projects (defined as 50 MW or below) in the People’s Republic of China . The Company’s primary strategy is to identify, evaluate, acquire, develop, and operate small hydroelectric power projects in China . The Company currently owns 23 completed projects located in four provinces with a total installed capacity of 517.8 MW and attributable installed capacity of 506.1 MW 1 . Zhejiang Province: 6 projects (192.6 MW) . Yunan Province: 8 projects (172.8MW) . Fujian Province: 8 projects (140.4 MW) . Sichaun Province: 1 project (12.0 MW) . CHC was incorporated in Cayman Island in 2006 and has been listed on New York Stock Exchange since 2010 with the symbol “CHC” Business Overview Capital Structure2 Completed Hydroelectric Projects Locations Sichuan Yunnan Zhejiang Source: Company filings, CapitalIQ Note: 1.The Company owns 74%, 74% and 55% stake in Jinwei, Jintang, and Jinlong projects, respectively. The attributable installed capacity excludes the installed capacity that the Company does not own based on its equity stake. 2.Market statistics as of December 6, 2013; Balance sheet items as of September 30, 2013 3.Each ADS contains 3 ordinary shares 4.Including goodwill Project Capetown Discussion Materials (Dollars in millions, except for per ADS3 value) Enterprise Value Current (12/6/2013) $2.56 52 Week High (11/04/2013) $3.25 52 Week Low (27/12/2012) $1.41 Total ADS Outstanding (in millions) 54.1 Market Capitalization 138.6 Plus: Total Debt 252.9 Plus: Minority Interest 0.5 Less: Cash and Cash Equivalent 17.7 Enterprise Value 374.4 Atrributable Installed Capacity (MW) 506.1 Enterprise Value / Attributable Installed Capacity (US$m / MW) 0.74 Book Value Total Assets 741.2 Less: Liabilities 337.1 Less: Minority Interest 0.5 Book Value 403.5 Less: Intangible Assets4 119.7 Tangible Book Value 283.8 Book Value per ADS $7.45 Tangible Book Value per ADS $5.24 Preliminary – Subject to further review