CHC China Hydroelectric Corp. American Depositary Share (Each Representing Three Ordinary Shares)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 4)

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

China Hydroelectric Corporation

(Name of the Issuer)

China Hydroelectric Corporation

CPT Wyndham Holdings Ltd.

CPT Wyndham Sub Ltd.

CPI Ballpark Investments Ltd

NewQuest Asia Fund I, L.P.

NewQuest Asia Fund II, L.P.

China Environment Fund III, L.P.

(Names of Persons Filing Statement)

Ordinary Shares, par value $0.001 per share

American Depositary Shares, each representing three Ordinary Shares

(Title of Class of Securities)

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INTRODUCTION

This amendment No. 4 (the “Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) China Hydroelectric Corporation, a Cayman Islands exempted company with limited liability (the “Company”), the issuer of the registered ordinary shares, par value $0.001 per share (each, a “Share” and, collectively, the “Shares”), including the Shares represented by the American depositary shares, each representing three Shares (“ADSs”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) CPT Wyndham Holdings Ltd., a Cayman Islands exempted company with limited liability (“Parent”); (c) CPT Wyndham Sub Ltd., a Cayman Islands exempted company with limited liability (“Merger Sub”); (d) CPI Ballpark Investments Ltd, a Mauritius limited liability company (“CPI Ballpark”); (e) NewQuest Asia Fund I, L.P., a Cayman Islands exempted limited partnership; (f) NewQuest Asia Fund II, L.P., a Cayman Islands exempted limited partnership (together with NewQuest Asia Fund I, L.P., the “NewQuest Funds” and, together, with CPI Ballpark, “NewQuest”); and (g) China Environment Fund III, L.P., a Cayman Islands exempted limited partnership (“CEF”).  NewQuest, CEF, Parent and Merger Sub are collectively referred to herein as the “Buyer Group”.

The Transaction Statement relates to the agreement and plan of merger dated as of January 13, 2014 (the “merger agreement”) by and among Parent, Merger Sub and the Company, pursuant to which Merger Sub was merged with and into the Company (the “merger”), with the Company continuing as the surviving company after the merger as a wholly owned subsidiary of Parent.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.

All information contained in this Final Amendment concerning any of the Filing Persons has been provided by such Filing Person.

Item 15                Additional Information

(c) Item 15(c) is hereby amended and supplemented as follows:

On July 3, 2014, an extraordinary general meeting of the shareholders of the Company was held at 10:00 a.m (Hong Kong time), at 31st Floor, AIA Central, 1 Connaught Road Central, Hong Kong. At the extraordinary general meeting, the shareholders of the Company voted to approve the merger agreement and the transactions contemplated thereby, including the merger, and the proposal to authorize each of the members of the special committee of the board of directors of the Company and the chief financial officer to do all things necessary to give effect to the merger agreement.

On July 8, 2014, the Company and Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of July 9, 2014, pursuant to which the merger became effective on July 9, 2014. As a result of the merger, the Company will continue its operations as a wholly owned subsidiary of Parent.

At the effective time of the merger, each outstanding Share, other than Excluded Shares (as defined below), was cancelled in exchange for the right to receive $1.17 in cash and each outstanding ADS, other than any ADS that represents Excluded Shares, represented the right to surrender the ADS in exchange for $3.51 in cash (less $0.05 per ADS cancellation fees pursuant to the terms of the deposit agreement dated as of January 25, 2010 among the Company, The Bank of New York Mellon, as depositary, and the holders and beneficial owners of ADSs issued thereunder), in each case, without interest and net of any applicable withholding taxes. “Excluded Shares” are (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by Parent or any wholly-owned subsidiary of Parent (including Merger Sub) immediately prior to the effective time of the merger, including each Share or ADS contributed to Parent by the Rollover Shareholders (as defined below) in connection with the rollover and support agreement dated as of January 13, 2014 entered into by Parent and the Rollover Shareholders and (ii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenters’ rights pursuant to Section 238 of the Cayman Companies Law (“Dissenting Shareholders”). The Excluded Shares (other than Dissenting Shares) were cancelled for no consideration.

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At the effective time of the merger, each outstanding vested and unexercised option to purchase Shares granted under the Company’s 2008 Share Incentive Plan (the “Company Incentive Plan”) was cancelled and converted into the right to receive a cash amount equal to the number of Shares underlying such vested option immediately prior to the effective time of the merger multiplied by the amount by which $1.17 exceeds the exercise price per Share of such vested option. At the effective time of the merger, each outstanding unvested option to purchase Shares granted under the Company Incentive Plan was cancelled for no consideration.

As a result of the merger, the Company’s American depositary shares, each representing three Shares (“ADSs”), will no longer be listed on the New York Stock Exchange (the “NYSE”) and the ADS program for the Shares will terminate. In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period as may be determined by the SEC, the registration of the ADSs of the Company and the Shares underlying them and the reporting obligations of the Company under the Exchange Act will be terminated.

Item 16                Exhibits

* Previously filed.

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SIGNATURES

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.

[Signature Page to Amendment No. 4 to the Schedule 13E-3]

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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.

[Signature Page to Amendment No. 4 to the Schedule 13E-3]

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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.

[Signature Page to Amendment No. 4 to the Schedule 13E-3]

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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.

[Signature Page to Amendment No. 4 to the Schedule 13E-3]

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Exhibit Index

* Previously filed.

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