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
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)
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). | |||