UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of ~~January~~February 2010

Commission File Number: 000-52786

ZHAOHENG HYDROPOWER LIMITED

_______________________

F/19, Unit A, JinFengCheng Building

5015 Shennan East Road

Shenzhen, China 518015

_______________________

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F o Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o Yes x No

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

~~IMPORTANT~~On February 17, 2010, Zhaoheng ~~NOTICES~~Hydropower Limited announced that it intends to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. Reference is made to the press release issued by the company on February 17, 2010, filed herewith as Exhibit 99.1, for further details.

As used in this Current Report of Foreign Private Issuer on Form 6-K and unless otherwise indicated, the terms “the Company” refer to Zhaoheng Hydropower Limited, a British Virgin Islands corporation. References to “China” mean the “People’s Republic of China”.

This Current Report, including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. Other than statements of historical facts, all statements included in this report regarding the strategy, future operations, future financial position, prospects, plans and objectives of management of the Company, as well as statements, other than statements of historical facts, regarding the hydropower industry, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements, and investors should not place undue reliance on the forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the Company. Important factors that could cause actual results or events to differ materially from the forward-looking statements, include among others: changing principles of generally accepted accounting principles; outcomes of government reviews, inquiries, investigations and related litigation; compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the hydropower business in China; fluctuations in customer demand; management of rapid growth; changes in government policy; China’s overall economic conditions and local market economic conditions; the Company’s ability to expand through strategic acquisitions and establishment of new locations; and geopolitical events.

Further, the forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments made by the Company. The Company does not assume any obligation to update any forward-looking statements.

The information in this Current Report, including all exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement

General

On December 31, 2009, the Company’s subsidiary, Shenzhen Zhaoheng Hydropower Co., Ltd. (“Shenzhen Zhaoheng”) entered into an equity transfer agreement (the “Equity Transfer Agreement”) with Weiqiang Liang, an employee of the Company, pursuant to which Shenzhen Zhaoheng agreed to acquire 40% of the equity interest in Guangxi Laibin City Xinyuan Hydropower Co., Ltd. (“Xinyuan”), a company engaged in the operation and development of Qingshuihe Hydropower Station, from Weiqiang Liang.

Equity Transfer Agreement

The following is a summary of the material terms of the Equity Transfer Agreement.

This Equity Transfer Agreement was entered into by and between Shenzhen Zhaoheng and Weiqiang Liang.

Pursuant to the Equity Transfer Agreement, Shenzhen Zhaoheng has agreed to pay a total consideration of RMB3,552,300 to Weiqiang Liang in exchange for a 40% equity interest in Xinyuan (the “Equity Transfer”). Shenzhen Zhaoheng has agreed to pay the total amount of consideration within three working days from the date the Equity Transfer is registered with the Administration for Industry and Commerce of Laibin City. In the event that Shenzhen Zhaoheng fails to pay Weiqiang Liang the consideration for the equity transfer, Shenzhen Zhaoheng shall pay Weiqiang Liang a penalty at a rate of 0.5% of the overdue balance per day. If the payment is overdue for more than 60 days, Weiqiang Liang has the right to terminate the Equity Transfer Agreement.

About Guangxi Laibin City Xinyuan Hydropower Co., Ltd.

Xinyuan owns the Qingshuihe Hydropower Station. The station is located in Laibin City of the Guangxi Province in China and is still under development. The expected completion time is June 2010. Specifications for the Qingshuihe Hydropower Station consist of six units, installed capacity of 3.78MW and is expandable to 10.4MW.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ZHAOHENG HYDROPOWER LIMITED (Registrant)
Date January 22, 2010	By:	/s/ Guosheng Xu
Date: February 18, 2010	By:	/s/ Guosheng Xu
		Name: Guosheng Xu
		Title: Chief Executive Officer

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