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 ~~July~~November 2009

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~~12g 3-2(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~~12g 3-2(b): n/a

~~Changes~~IMPORTANT ~~in Registrant’s Certifying Accountant~~NOTICES

OnAs used ~~July~~in 7,this ~~2009,~~Current ~~the~~Report ~~Company’s~~of ~~Board~~Foreign ~~of Directors~~Private ~~approved~~Issuer ~~the~~on ~~dismissal~~Form of6-K ~~Sherb~~and &unless otherwise ~~Co.~~indicated, ~~LLP (~~“~~Sherb”) as~~ the Company’s” ~~independent~~refers ~~registered~~to ~~public~~Zhaoheng ~~accounting~~Hydropower ~~firm~~Limited, ~~and the appointment of~~a ~~PricewaterhouseCoopers~~British ~~Zhong~~Virgin ~~Tian~~Islands ~~CPAs~~corporation. References ~~Limited~~to ~~Company (~~“~~PricewaterhouseCoopers~~China”) asand “PRC” mean the ~~Company~~“People’s ~~independent~~Republic ~~registered~~of ~~public accounting firm for the year ending December 31, 2009~~China”.

~~The~~This Current ~~reports~~Report, including the exhibits contained herein, contains forward-looking statements that involve substantial risks and uncertainties. Other than statements of ~~Sherb~~historical onfacts, all statements included in this report regarding the strategy, future operations, future financial position, ~~statements~~prospects, plans and objectives of management of the Company, ~~for~~as well as statements, other than statements of historical facts, regarding the ~~past~~hydropower industry, ~~two~~are ~~fiscal~~forward-looking ~~years~~statements. ~~did~~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 ~~any~~these ~~adverse~~identifying ~~opinion~~words. The Company may not actually achieve the plans, intentions or expectations adisclosed ~~disclaimer~~in ofthe ~~opinion~~forward-looking statements, and ~~were~~investors should not ~~qualified~~place undue reliance on the forward-looking statements. Actual results or events ~~modified~~could asdiffer 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 ~~uncertainty~~differ materially from the forward-looking statements, ~~audit~~include ~~scope~~among orothers: 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.

~~During~~ Further, the ~~Company’s~~forward-looking ~~two~~statements ~~most~~do ~~recent fiscal~~not ~~years~~reflect ~~and through~~ the ~~date~~potential impact of ~~this report, there were no disagreements with Sherb on~~ any ~~matters of accounting principles or practices, financial~~future ~~statement disclosure~~acquisitions, ~~or auditing scope or procedure~~mergers, ~~which disagreements~~dispositions, ~~if not~~joint ~~resolved to the satisfaction of Sherb~~ventures, ~~would~~collaborations ~~have caused Sherb to make~~or ~~reference~~investments tomade by the ~~subject~~Company. ~~matter~~The ofCompany ~~such~~does ~~disagreements~~not inassume ~~its~~any ~~report~~obligation ~~on the~~to ~~Company’s~~update ~~financial~~any ~~statements~~forward-looking ~~for such periods~~statements.

~~During~~The information ~~the~~in ~~Company’s~~this ~~two~~Current ~~most~~Report, ~~recent~~including all exhibits, shall not be deemed ~~fiscal~~to ~~years~~be ~~and~~“filed” ~~through~~for the ~~date~~purposes of ~~this~~Section ~~report,~~18 ~~there~~of ~~were~~the noSecurities ~~“reportable~~Exchange Act of ~~events”~~1934, as amended, or otherwise subject to the liabilities of that ~~term~~Section. isIt shall ~~defined~~not be deemed incorporated by reference in ~~Item~~any ~~304(a)(1)(v)~~filing under the Securities Act of ~~Regulation~~1933, as amended, except as shall be expressly set forth by specific ~~S-K~~reference in such a filing.

~~The~~Completion ~~Company has provided Sherb with a copy~~ of ~~the~~Acquisition ~~foregoing~~or ~~disclosure~~Disposition ~~and requested that Sherb provide the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy~~ of ~~such letter~~ ~~will be filed as an amendment to this Current Report on Form 6-K.~~Assets

~~The~~On November ~~Company~~25, ~~engaged PricewaterhouseCoopers~~2009, asthe ~~its~~following ~~new~~two ~~independent~~share ~~registered~~purchase ~~public~~agreements ~~accounting~~were ~~firm~~entered into ~~effective~~(collectively, asthe “ Share Purchase Agreements ”) in connection with the sale and purchase of ~~July~~a 23total of 1,000,000 ~~2009~~shares with a par value of US$0.001 each in Zhaoheng Hydropower Holdings Limited (“ZHHL”). The following are summaries of the material terms of each of the Share Purchase Agreements.

~~Departure~~The ofOlympus ~~Directors~~Share orPurchase ~~Certain Officers~~Agreement

OnThis Share ~~July~~Purchase 24Agreement was entered into by and among AEP China Hydro Ltd., ~~2009~~a Mauritius company (“AEP ”), MrOlympus Capital Asia Mauritius, Ltd., ~~Heung~~a ~~Sang~~Mauritius ~~Fong~~company (“ Olympus ~~resigned~~” ~~from~~and, ~~Zhaoheng~~together ~~Hydropower~~with ~~Limited~~AEP, (the “~~Zhaoheng~~ Investors ”), orZhaoheng International Limited, a company organized and existing under the laws of Hong Kong (the “~~Company~~Seller”), Guosheng asXu, a citizen of the PRC and a resident of Hong Kong and the founder of the Company’s ~~Independent~~(the ~~Director~~“Founder”), ZHHL ~~effective~~and ~~July~~Zhaoheng 24(BVI) Limited (“Zhaoheng BVI”), both ~~2009. Mr.~~subsidiaries of the Company (the “Olympus ~~Fong's resignation~~Share ~~was~~Purchase ~~not~~Agreement”). Pursuant to the ~~result~~Olympus ofShare Purchase ~~any~~Agreement, ~~disagreements~~the ~~with~~Investors subscribed for and purchased from the Seller ~~Company~~700,000 common shares in ZHHL for an aggregate cash consideration of US$7,000,000.

The Improve Fame Share Purchase Agreement

This Share Purchase Agreement was entered into by and among Improve Fame Holdings Limited, a British Virgin Islands company (the “Purchaser”), the Seller and the Founder (the “Improve Fame Purchase Agreement”). Pursuant to the Improve Fame Share Purchase Agreement, the Purchasers subscribed for and purchased from the Seller 300,000 common shares in ZHHL for an aggregate cash consideration of US$3,000,000.

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 July 30, 2009	By:	/s/ Guosheng Xu
Date November 30, 2009	By	/s/ Guosheng Xu
		Name: Guosheng Xu
		Title: Chief Executive Officer

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