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.
¨
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).
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CUSIP No. 16949D101
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Page 2 of 12 Pages
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1
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Names of
reporting persons
NewQuest Capital Management (Cayman) Limited
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
AF
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
|
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8
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Shared voting power
0
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9
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Sole dispositive power
0
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
CO
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CUSIP No. 16949D101
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Page 3 of 12 Pages
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1
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Names of
reporting persons
NewQuest Asia Fund I (G.P.) Ltd.
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
AF
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
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8
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Shared voting power
0
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9
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Sole dispositive power
0
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
CO
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CUSIP No. 16949D101
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Page 4 of 12 Pages
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1
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Names of
reporting persons
NewQuest Asia Fund I, L.P.
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
AF, OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
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8
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Shared voting power
0
|
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9
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Sole dispositive power
0
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10
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Shared dispositive power
0
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11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
HC, PN
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CUSIP No. 16949D101
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Page 5 of 12 Pages
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1
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Names of
reporting persons
CPI Ballpark Investments Ltd
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
OO
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Republic of Mauritius
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
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8
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Shared voting power
0
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9
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Sole dispositive power
0
|
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10
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Shared dispositive power
0
|
11
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Aggregate amount beneficially owned by each reporting person
0
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12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
OO
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CUSIP No. 16949D101
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Page 6 of 12 Pages
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1
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Names of
reporting persons
China Environment Fund III, L.P.
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
WC, AF
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
|
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8
|
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Shared voting power
0
|
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9
|
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Sole dispositive power
0
|
|
10
|
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Shared dispositive power
0
|
11
|
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Aggregate amount beneficially owned by each reporting person
0
|
12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
PN
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CUSIP No. 16949D101
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Page 7 of 12 Pages
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1
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Names of
reporting persons
China Environment Fund III Management, L.P.
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
AF
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
|
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8
|
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Shared voting power
0
|
|
9
|
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Sole dispositive power
0
|
|
10
|
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Shared dispositive power
0
|
11
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Aggregate amount beneficially owned by each reporting person
0
|
12
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Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
PN
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CUSIP No. 16949D101
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Page 8 of 12 Pages
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1
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Names of
reporting persons
China Environment Fund III Holdings Ltd.
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2
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Check the appropriate box if a member
of a group
(a)
¨
(b)
x
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3
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SEC use only
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4
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Source of funds
AF
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5
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e)
¨
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6
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Citizenship or place of
organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
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7
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Sole voting power
0
|
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8
|
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Shared voting power
0
|
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9
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Sole dispositive power
0
|
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10
|
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Shared dispositive power
0
|
11
|
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Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares
¨
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13
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Percent of class represented by amount
in Row (11)
0%
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14
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Type of reporting person
OO
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Item 1.
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Security and Issuer.
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This Amendment to Schedule 13D (this
Amendment
)
is filed jointly by the NewQuest Parties and the CEF Parties with respect to China Hydroelectric Corporation (the
Company
) relating to the ordinary shares, par value $0.001 per share (
Ordinary Shares
), and
American Depositary Shares, each representing three Ordinary Shares (
ADSs
), of the Company.
With respect to the
NewQuest Parties, this Amendment represents Amendment No. 7 to the Schedule 13D with respect to the Company filed jointly by the NewQuest Parties with the Securities and Exchange Commission (the
SEC
) on December 5, 2012
(as amended, the
NewQuest Schedule 13D
), as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 filed with the SEC on
July 3, 2013, July 31, 2013, September 4, 2013, September 24, 2013, January 3, 2014, and January 13, 2014, respectively.
With respect to the CEF Parties, this Amendment represents Amendment No. 12 to the Schedule 13D with respect to the Company that was
filed jointly by the NewQuest Parties, the CEF Parties, and certain other reporting persons with the SEC commencing on August 21, 2012 (as amended, the
CEF Schedule 13D
and, together with the NewQuest Schedule 13D, this
Schedule 13D
), as amended and supplemented by Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, and
Amendment No. 11, filed with the SEC on August 30, 2012, September 5, 2012, September 10, 2012, September 12, 2012, September 17, 2012, September 20, 2012, September 28,
2012, October 2, 2012, and January 13, 2014, respectively. The CEF Schedule 13D was filed by the CEF Parties in connection with, among other things, the creation of a voting consortium among the reporting persons thereunder (including
the CEF Parties), which voting consortium was terminated effective as of September 28, 2012.
All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the NewQuest Schedule 13D and the CEF Schedule 13D, as applicable.
Item 4.
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Purpose of Transaction.
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Item 4 of this Schedule 13D is hereby amended and supplemented as follows:
On July 3, 2014 at 10:00 a.m. (Hong Kong time), an extraordinary general meeting (
EGM
) of the Company was held at
31st Floor, AIA Central, 1 Connaught Road Central, Hong Kong. At the EGM, the Companys shareholders voted to approve the agreement and plan of merger, dated as of January 13, 2014 (the
Merger Agreement
), by and among
the Company, CPT Wyndham Holdings Ltd. (
Parent
) and CPT Wyndham Sub Ltd. (
Merger Sub
), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned
subsidiary of Parent (the
Merger
).
On July 8, 2014, the Company filed the plan of merger with the Cayman Islands
Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies on July 9, 2014, pursuant to which the Merger became effective on July 9, 2014. As a result of the Merger, the Company ceased to be a publicly traded company
and became wholly beneficially owned by the Reporting Persons.
At the effective time of the Merger, each Ordinary Share and ADS issued
and outstanding immediately prior to the effective time of the Merger, other than the Ordinary Shares (including those represented by ADSs) beneficially owned by the Reporting Persons (collectively, the
Excluded Shares
), was
cancelled in exchange for the right to receive $1.17 in cash without interest per Ordinary Share and $3.51 in cash without interest (less $0.05 per ADS cancellation fees pursuant to the terms of the deposit agreement, dated as of January 25,
2010, by and among the Company, the Bank of New York Mellon, as depositary, and the holders and beneficial owners of ADSs issued thereunder) per ADS, in each case, net of any applicable withholding taxes. There were no dissenting shares in the
Merger as the Company did not receive any notice of objection from any shareholder prior to the vote to approve the Merger, which is required for exercising any dissenter rights. The Rollover Shares were cancelled for no cash consideration.
In addition, at the effective time of the Merger, each outstanding vested and unexercised option
to purchase Ordinary Shares or ADSs granted under the Companys 2008 Share Incentive Plan (the
Company Incentive Plan
) was cancelled and converted into the right to receive, at or promptly after the effective time of the
Merger, a cash amount equal to the number of Ordinary Shares or ADSs underlying such option immediately prior to the effective time of the Merger multiplied by the amount by which $1.17 (in the case of an option to purchase Ordinary Shares) or $3.51
(in the case of an option to purchase ADSs) exceeded the exercise price per Share or ADS of such vested option. At the effective time of the Merger, each outstanding unvested option to purchase Ordinary Shares or ADSs granted under the Company
Incentive Plan was cancelled for no consideration.
Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of
Parent and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the ADSs ceased to trade on the New York Stock Exchange (the
NYSE
) beginning on July 9, 2014 and became eligible for delisting from NYSE
and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.
Item 5. Interest in Securities of the
Issuer.
Item 5 of this Schedule 13D is hereby amended and supplemented as follows:
(a)-(b) As of the date of this statement, the Reporting Persons do not beneficially own any Ordinary Shares or have any voting power or
dispositive power over any Ordinary Shares.
(c) Except for the transactions described in Item 4, none of the Reporting Persons has
effected any transactions in the Ordinary Shares during the past 60 days.
(d)-(e) Not applicable.
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: July 9, 2014
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NEWQUEST CAPITAL MANAGEMENT
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(CAYMAN) LIMITED
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By:
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/s/ Randhirsingh Juddoo
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Name:
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Randhirsingh Juddoo
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Title:
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Director
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NEWQUEST ASIA FUND I (G.P.) LTD.
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By:
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/s/ Darren C. Massara
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Name:
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Darren C. Massara
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Title:
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Director
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By:
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/s/ Randhirsingh Juddoo
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Name:
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Randhirsingh Juddoo
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Title:
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Director
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NEWQUEST ASIA FUND I, L.P.
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By: NewQuest Asia Fund I (G.P.) Ltd.
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By:
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/s/ Darren C. Massara
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Name:
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Darren C. Massara
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Title:
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Director
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By:
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/s/ Randhirsingh Juddoo
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Name:
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Randhirsingh Juddoo
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Title:
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Director
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CPI BALLPARK INVESTMENTS LTD
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By:
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/s/ Subhash C. Lallah
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Name:
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Subhash C. Lallah
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Title:
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Director
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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: July 9, 2014
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CHINA ENVIRONMENT FUND III, L.P.
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By: China Environment Fund III Management, L.P., its general partner
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By: China Environment Fund III Holdings Ltd., its general partner
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By:
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/s/ Yun Pun Wong
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Name:
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Yun Pun (Felix) Wong
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Title:
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Authorized Signatory
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CHINA ENVIRONMENT FUND III MANAGEMENT, L.P.
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By: China Environment Fund III Holdings Ltd., its general partner
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By:
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/s/ Yun Pun Wong
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Name:
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Yun Pun (Felix) Wong
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Title:
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Authorized Signatory
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CHINA ENVIRONMENT FUND III HOLDINGS LTD.
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By:
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/s/ Yun Pun Wong
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Name:
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Yun Pun (Felix) Wong
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Title:
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Authorized Signatory
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