As Filed with the Securities and Exchange Commission on January 22, 2010		Registration No.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-6

 

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

 

For Depositary Shares Evidenced by American Depositary Receipts

 

 

CHINA HYDROELECTRIC CORPORATION

(Exact name of issuer of deposited securities as specified in its charter)

 

Not Applicable

(Translation of issuer’s name into English)

 

The Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

One Wall Street, New York, N.Y. 10286

Telephone (212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

The Bank of New York Mellon

ADR Division

One Wall Street, 29th Floor

New York, NY 10286

Telephone (212)-495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

It is proposed that this filing become effective under Rule 466

o immediately upon filing

o on (Date) at (Time)

 

If a separate statement has been filed to register the deposited shares, check the following box.  o

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Aggregate Price Per Unit (1)			Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee
American Depositary Shares, each American Depositary Share representing three (3) ordinary shares of China Hydroelectric Corporation.		50,000,000 American Depositary Shares		$	0.05		$	2,500,000		$	178.25

 

(1)                                  Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective, on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.

 

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PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

Item 1.  Description of the Securities to be Registered

 

CROSS REFERENCE SHEET

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(1)           Name and address of Depositary		Introductory Paragraph
(2)           Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
Terms of Deposit:
(i)            The amount of deposited securities represented by one unit of American Depositary Shares		Face of American Depositary Receipt - upper right corner
(ii)           The procedure for voting, if any, the deposited securities		Articles 15 and 16
(iii)          The collection and distribution of dividends		Articles 12, 14 and 15
(iv)          The transmission of notices, reports and proxy soliciting material		Articles 11, 15 and 16
(v)           The sale or exercise of rights		Article13
(vi)          The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Articles 12 and 17
(vii)         Amendment, extension or termination of the Deposit Agreement		Articles 20 and 21
(viii)        Rights of holders of receipts to inspect the transfer books of the Depositary and the list of holders of receipts		Article11
(ix)           Restrictions upon the right to deposit or withdraw the underlying securities		Articles 2, 3, 4, 5, 6 and 8

 

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Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(x)            Limitation upon the liability of the Depositary		Articles 13, 18 and 22
(3)           Fees and Charges		Article 7

 

Item 2.  Available Information

 

Item Number and Caption		Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(a)           Public reports filed by China Hydroelectric Corporation		Article 11

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3.    Exhibits

 

(a) Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of January       , 2010, among China Hydroelectric Corporation (the “Issuer”), The Bank of New York Mellon, as Depositary (the “Depositary”), and each Owner and Holder from time to time of American Depositary Shares (“ADSs”) issued thereunder.

 

(d) Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.

 

Item 4.    Undertakings

 

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the Issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the Issuer.

 

(b) The Depositary hereby undertakes to notify each registered holder of an ADS at least thirty days before any change in the fee schedule.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, The Bank of New York Mellon, on behalf of the legal entity created by the Deposit Agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 22, 2010.

 

 

	By:	THE BANK OF NEW YORK MELLON,
			as Depositary
	By:		/s/ U. Marianne Erlandsen
			Name:	U. Marianne Erlandsen
			Title:	Managing Director

 

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Pursuant to the requirements of the Securities Act of 1933, China Hydroelectric Corporation has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands on January 22, 2010.

 

	CHINA HYDROELECTRIC CORPORATION
	By:	/s/ “James” Tie Li
			Name:	“James” Tie Li
			Title:	Chief Financial Officer and
				Executive Vice President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on January 22, 2010.

 

 

 

 

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INDEX TO EXHIBITS

 

Exhibits
(a)		Form of Deposit Agreement, dated as of January       , 2010, among the Issuer, the Depositary and each Owner and holder from time to time of ADSs issued thereunder.
(d)		Opinion of Clifford Chance US LLP, counsel for the Depositary, as to the legality of the securities being registered.

 

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