Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
China Hydroelectric Corporation
(Name of Issuer)
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
(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)
(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.
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NAMES OF REPORTING PERSONS
NewQuest Asia Fund I (G.P.) Ltd. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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38,744,395 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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38,744,395 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,744,395 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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25.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
2
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NAMES OF REPORTING PERSONS
NewQuest Asia Fund I, L.P. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC, AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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38,744,395 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,744,395 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,744,395 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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25.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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HC; PN |
3
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NAMES OF REPORTING PERSONS
CPI Ballpark Investments Ltd. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF, WC, OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Mauritius
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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0 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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38,744,395 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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38,744,395 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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38,744,395 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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25.3% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
4
Item 1. Security and Issuer.
This statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value
$0.001 per share (the “Ordinary Shares”), of China Hydroelectric Corporation (the “Company”). CPI
(as defined herein) previously filed a statement on Schedule 13D with Bank of America Corporation
and Blue Ridge Investments, L.L.C., which was originally filed on February 4, 2010 and was
subsequently amended on July 27, 2010 and February 14, 2011. Future amendments to CPI’s statement
on Schedule 13D will be filed as an amendment to this Statement. The address of the principal
executive offices of the Company is 25B, New Poly Plaza, No. 1 North Chaoyangmen Street, Dongcheng
District, Beijing, People’s Republic of China 100010.
The information set forth in the Schedules and Exhibits to this Statement is hereby expressly
incorporated herein by reference, and the responses to each item of this Statement are qualified in
their entirety by the provisions of such Schedules and Exhibits.
Item 2. Identity and Background.
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”), and CPI Ballpark Investments Ltd., a
limited liability company organized under the laws of Mauritius and a wholly owned subsidiary of
NewQuest (“CPI,” and together with NewQuest and NewQuest GP, the “Reporting Persons”).
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.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to the Company’s initial public offering, CPI purchased 50,000 and 25,000 convertible
preferred shares of the Company in January 2008 and July 2008, respectively, with cash. The funds
for the purchase of the convertible preferred shares of the Company by CPI (the “Pre-IPO Shares”)
were provided from the working capital of CPI. Immediately prior to the closing of the Company’s
initial public offering on January 28, 2010, the Pre-IPO Shares, and accrued dividends thereon,
were converted into an aggregate of 30,858,964 Ordinary Shares.
5
On February 4, 2011, NewQuest entered into two agreements, pursuant to which, (i) on April 14,
2011, NewQuest acquired, among other things, CPI, including its portfolio investment holdings of
30,858,964 Ordinary Shares of the Company, and (ii) on April 15, 2011, following NewQuest’s
acquisition of CPI, CPI acquired an additional 7,885,431 Ordinary Shares of the Company in exchange
for $13,095,362 in cash. The source of the funds for these acquisitions was NewQuest’s working
capital. As a result of such transactions, CPI became a wholly owned subsidiary of NewQuest and
directly owned an aggregate of 38,744,395 Ordinary Shares of the Company.
CPI may be deemed to be a member of a group with respect to the Company or the Ordinary Shares
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), by virtue of CPI being party to that certain Amended and Restated Shareholders Agreement,
dated October 27, 2009 (the “Shareholders Agreement”), among the Company, CPI and the other parties
signatories thereto (collectively, the “Other Shareholder Parties”). CPI and the Other
Shareholder Parties are collectively referred to herein as the “Shareholders.” CPI expressly
disclaims any such group membership for purposes of Section 13(d) of the Exchange Act or otherwise.
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.
Item 4. Purpose of the Transaction.
Each of NewQuest and CPI made its purchases for investment purposes. CPI intends to optimize
the value of its investments and, therefore, will review from time to time the Company’s business
affairs and financial position. Based on such evaluation and review, as well as general economic
and industry conditions existing at the time, CPI may consider from time to time various
alternative courses of action. Such actions may include the acquisition or disposition of the
Ordinary Shares or other securities through open market transactions, privately negotiated
transactions, a tender offer, an exchange offer or otherwise.
Representatives of CPI have had discussions with Company management and may in the future have
such discussions concerning ways the Company could maximize shareholder value.
Except as set forth in this Statement, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, none of the Listed Persons, has formulated any plans or
proposals that relate to or would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of April 19, 2011, CPI directly beneficially owned 38,744,395 Ordinary Shares, or
approximately 25.3% of the Ordinary Shares. NewQuest and its sole general partner, NewQuest GP,
may be deemed to beneficially own, as of April 19, 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, and NewQuest GP, by virtue of its control of NewQuest, 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.
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.
6
(b) Number of shares as to which each Reporting Person has:
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(i) |
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sole power to vote or to direct the vote: |
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See Item 7 on the cover page(s) hereto. |
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(ii) |
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shared power to vote or to direct the vote: |
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See Item 8 on the cover page(s) hereto. |
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(iii) |
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sole power to dispose or to direct the disposition of: |
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See Item 9 on the cover page(s) hereto. |
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(iv) |
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shared power to dispose or to direct the disposition of: |
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See Item 10 on the cover page(s) hereto. |
CPI, by virtue of the Shareholders Agreement, and NewQuest, by virtue of its being the parent
company of CPI, 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Shareholders Agreement was entered into for the purpose of, among others, establishing the
composition of the Company’s board of directors, granting to the Shareholders certain registration
rights and providing for a lock-up period following the Company’s initial public offering. The
description of the Shareholders Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of the Shareholders Agreement, a copy of which is attached
hereto as Exhibit 99.2. Exhibit 99.2 hereto is incorporated herein by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
The following exhibits are filed as exhibits hereto:
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| Exhibit |
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Description of Exhibit |
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99.1 |
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Joint Filing Agreement (furnished herewith). |
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99.2 |
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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). |
7
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.
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| Date: April 19, 2011 |
NEWQUEST ASIA FUND I (G.P.) LTD.
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By: |
/s/ Darren C. Massara
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Name: |
Darren C. Massara |
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Title: |
Director |
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| April 19, 2011 |
NEWQUEST ASIA FUND I, L.P.
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By: |
NewQuest Asia Fund I (G.P.) Ltd.
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By: |
/s/ Darren C. Massara
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Name: |
Darren C. Massara |
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Title: |
Director |
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| April 19, 2011 |
CPI BALLPARK INVESTMENTS LTD.
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By: |
/s/ Amit Gupta
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Name: |
Amit Gupta |
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Title: |
Director |
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8
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 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.
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Position with NewQuest |
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| Name |
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Asia Fund I (G.P.) Ltd. |
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Citizenship; Principal Occupation |
Randhirsingh Juddoo
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Director
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Republic of Mauritius; Managing
Director, Trident Trust Company
(Mauritius) Limited,
5th Floor, Barkly
Wharf, Le Caudan Waterfront,
Port Louis, Republic of
Mauritius |
Rajan Rosick
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Director
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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
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Director
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Japan; Consultant, 3-7-11-301
Azabu Juban Minato Ku Tokyo
1060045 Japan |
Darren Massara
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Director
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United States of America;
Partner, NewQuest Capital
Partners (HK) Limited, Suite 89,
17/F, Wheelock House, 20 Pedder
Street, Central, Hong Kong |
Min Lin
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Director
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China; Partner, NewQuest Capital
Partners (HK) Limited, Suite 89,
17/F, Wheelock House, 20 Pedder
Street, Central, Hong Kong |
Ashraf Ali Deenmahomed
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Alternate Director
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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
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Alternate Director
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Hong Kong; Partner, NewQuest
Capital Partners (HK) Limited,
Suite 89, 17/F, Wheelock House,
20 Pedder Street, Central, Hong
Kong |
Amit Gupta
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Alternate Director
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Republic of India; Partner &
Chief Operating Officer,
NewQuest Capital Partners (HK)
Limited, Suite 89, 17/F,
Wheelock House, 20 Pedder
Street, Central, Hong Kong |
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.
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Position with NewQuest |
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| Name |
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Asia Fund I, L.P. |
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Citizenship; Principal Occupation |
NewQuest Asia Fund
I (G.P.) Ltd.
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General Partner
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Not Applicable |
9
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.
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Position with CPI Ballpark |
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| Name |
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Investments Ltd. |
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Citizenship; Principal Occupation |
Subhash C Lallah
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Director
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Republic of Mauritius; Senior
Counsel, Lallah Chambers,
108-109, Chancery House, Lisley
Geoffroy St, Port Louis,
Republic of Mauritius |
Georges A. Robert
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Director
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Republic of Mauritius; Senior
Attorney, 8 Georges Guibert
Street, Port Louis, Republic of
Mauritius |
Darren C Massara
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Director
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United States of America;
Partner, NewQuest Capital
Partners (HK) Limited, Suite 89,
17/F, Wheelock House, 20 Pedder
Street, Central, Hong Kong |
Amit Gupta
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Director
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See above. |
Ryutaro Aida
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Director
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See above. |
Bonnie Sum Wai Lo
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Alternate Director
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See above. |
Min Lin
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Alternate Director
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See above. |
Mithilesh Lallah
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Alternate Director
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Republic of Mauritius;
Barrister, Lallah Chambers,
108-109, Chancery House, Lislet
Geoffroy St, Port Louis,
Republic of Mauritius |
10
EXHIBIT INDEX
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| Exhibit |
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Description of Exhibit |
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99.1 |
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Joint Filing Agreement (furnished herewith). |
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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). |
11