-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QljWGra/3kkUdcDTvSR+Hog0w4NL4/K04gNTUhheIb3kb5p92m8vFVggDbTrfMDe L2lnrwLy69OeXpSj6MAUbQ== 0001341004-09-000812.txt : 20090421 0001341004-09-000812.hdr.sgml : 20090421 20090421115702 ACCESSION NUMBER: 0001341004-09-000812 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090421 DATE AS OF CHANGE: 20090421 GROUP MEMBERS: CCIF PETROL LIMITED GROUP MEMBERS: CHINA RENAISSANCE CAPITAL INVESTMENT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sinoenergy CORP CENTRAL INDEX KEY: 0001107563 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 841491682 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81878 FILM NUMBER: 09760890 BUSINESS ADDRESS: STREET 1: PO BOX 461029 CITY: GLENDALE STATE: CO ZIP: 80246 BUSINESS PHONE: 3033941187 MAIL ADDRESS: STREET 1: PO BOX 461029 CITY: GLENDALE STATE: CO ZIP: 80246 FORMER COMPANY: FORMER CONFORMED NAME: Sinoenergy DATE OF NAME CHANGE: 20061003 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLYN RESOURCES III INC DATE OF NAME CHANGE: 20000223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: China Century Investment Fund Ltd CENTRAL INDEX KEY: 0001462281 IRS NUMBER: 980541190 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: M&C CORPORATE SERVICES LTD, PO BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH ST CITY: GRAND CAYMAN STATE: E9 ZIP: GEORGETOWN BUSINESS PHONE: 852 2521 8013 MAIL ADDRESS: STREET 1: SUITE 305, ST. GEORGES BUILDING STREET 2: 2 ICE HOUSE STREET CITY: HONG KONG STATE: K3 ZIP: CENTRAL SC 13G 1 sinoenergy.htm SCHEDULE 13G sinoenergy.htm


Page 1 of 9 Pages
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.  )*


Sinoenergy Corporation
 
(Name of Issuer)
 
 
Common Stock, $0.001 par value
 
(Title of Class of Securities)
 
 
82935B103
 
(CUSIP Number)
 
 
December 31, 2008
 
(Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
Rule 13d-1(b)
[   ]
Rule 13d-1(c)
[√]
Rule 13d-1(d)

______________________
*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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

Page 2 of 9 Pages
 

CUSIP No. 82935B103                                           Schedule 13G
 
   
 
1.
 
Names of Reporting Persons;  I.R.S. Identification Nos. of Above Persons (Entities Only):
CCIF Petrol Limited
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
     
   
(a)
[   ]
       
   
(b)
[   ]
 
 
 
3.
 
SEC Use Only:
 
     
 
4.
Citizenship or Place of Organization:
British Virgin Islands
 
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With:
5.
Sole Voting Power:
1,119,048*
 
6.
Shared Voting Power:
0
 
7.
Sole Dispositive Power:
1,119,048*
 
8.
Shared Dispositive Power:
0
 
 
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,119,048*
 
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [   ]
 
     
 
11.
Percent of Class Represented By Amount in Row (9):
7.0 %
 
     
 
12.
Type Of Reporting Person (See Instructions):
CO
 
 
 
            * Please see note under Item 4.
 

 

 

 

 
Page 3 of 9 Pages

CUSIP No. 82935B103                                           Schedule 13G
 
   
 
1.
 
Names of Reporting Persons;  I.R.S. Identification Nos. of Above Persons (Entities Only):
China Century Investment Fund Limited
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
     
   
(a)
[   ]
       
   
(b)
[   ]
 
 
 
3.
SEC Use Only:
     
 
 
4.
Citizenship or Place of Organization:
Cayman Islands
 
 
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With:
5.
Sole Voting Power:
0
 
6.
Shared Voting Power:
1,1419,048*
 
7.
Sole Dispositive Power:
0
 
8.
Shared Dispositive Power:
1,1419,048*
 
 
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,1419,048*
 
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [   ]
 
     
 
11.
Percent of Class Represented By Amount in Row (9):
7.0%
 
     
 
12.
Type Of Reporting Person (See Instructions):
CO
 
 
 
            * Please see note under Item 4.
 


 

 

Page 4 of 9 Pages
 
 
CUSIP No. 82935B103                                           Schedule 13G
 
     
   
1.
Names of Reporting Persons;  I.R.S. Identification Nos. of Above Persons (Entities Only):
China Renaissance Capital Investment Inc.
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions):
 
   
(a)
[   ]
       
   
(b)
[   ]
       
 
 
3.
SEC Use Only:
 
 
 
4.
Citizenship or Place of Organization:
Cayman Islands
 
 
Number of
Shares
Beneficially
Owned By
Each Reporting
Person With:
5.
Sole Voting Power:
0
6.
Shared Voting Power:
1,119,048*
7.
Sole Dispositive Power:
0
8.
Shared Dispositive Power:
1,119,048*
 
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,119,048*
 
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [   ]
 
     
 
11.
Percent of Class Represented By Amount in Row (9):
7.0%
 
     
 
12.
Type Of Reporting Person (See Instructions):
CO
 
 
            * Please see note under Item 4.
 


 

 

Page 5 of 9 Pages

 
ITEM 1(A).
NAME OF ISSUER:
   
 
Sinoenergy Corporation
   
ITEM 1(B).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
1603-1604, Tower B Fortune Centre
 
Ao City, Beiyuan Road,
 
Chaoyang District, Beijing,
 
People’s Republic of
 
China 100107
   
ITEM 2(A).
NAME OF PERSON FILING:
   
 
CCIF Petrol Limited (direct ownership)
 
China Century Investment Fund, Ltd.
 
China Renaissance Capital Investment Inc.
   
 
The foregoing persons are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”
   
ITEM 2(B).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
 
The address of the principal business office of CCIF Petrol Limited is Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.  The address of the principal business office of each  of the other Reporting Persons filing this Schedule 13G is M&C Corporate Services Limited, P.O. Box  309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
   
ITEM 2(C).
CITIZENSHIP:
   
 
British Virgin Islands:
   
CCIF Petrol Limited
   
 
Cayman Islands:
   
China Century Investment Fund, Ltd.
   
China Renaissance Capital Investment Inc.
   
   
ITEM 2(D).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock,      $0.001 par value





 

 

 
Page 6 of 9 Pages

 
ITEM 2(E).
CUSIP NUMBER:
   
 
82935B103


ITEM 3.
NOT APPLICABLE.
   
   
ITEM 4.
OWNERSHIP:


#*CCIF Petrol Limited owns (and each of the other Reporting Persons may be deemed to own) 3.0% Guaranteed Senior Convertible Notes due 2012 of the Issuer (the “Notes”) in principal amount of $4,700,000.  The Notes were initially convertible, at any time, into the Issuer’s common stock (the “Common Stock”) at the rate of 31,546 shares of Common Stock for each $100,000 principal amount of the Notes, which conversion rate is subject to adjustment pursuant to the terms of the indenture relating to the Notes.  On June 28, 2008, a downward reset was triggered pursuant to the terms of the indenture resulting in an adjusted conversion rate of 39,024 shares of Common Stock for each $100,000 principal amount of the Notes.  If, following the June 28, 2008 downward reset,  CCIF Petrol Limited had converted its Notes in full (and no other holders of Notes had converted), CCIF Petrol Limited would have held 5.5% of the outstanding shares of Common Stock.  On July 9, 2008, the Issuer’s shares of Common Stock underwent a 1 for 2 reverse split.  On March 28, 2009, a downward reset was triggered pursuant to the terms of the indenture resulting in an adjusted conversion rate of 23,810 shares of Common Stock for each $100,000 principal amount of the Notes.  Accordingly, as of the date hereof, the Notes held by CCIF Petrol Limited may be converted in 1,119,048 shares of Common Stock.

The percentages used in this Item 4 are calculated based upon 15,942,336 ordinary shares issued and outstanding as of December 31, 2008.

Reporting Person
Amount beneficially owned:
Percent of class:
Sole power to vote or direct the vote:
Shared power to dispose or to direct the disposition:
Sole power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of:
CCIF Petrol Limited
 
1,119,048
7.0%
1,119,048
0
1,119,048
0
China Century Investment Fund Ltd.
1,119,048
7.0%
0
1,119,048
0
1,119,048
China Renaissance Capital Investment Inc.
1,119,048
7.0%
0
1,119,048
0
1,119,048


1,119,048 shares of common stock are owned beneficially and of record by CCIF Petrol Limited. These shares may be deemed to be beneficially owned by China Century Investmet Fund Limited, the parent of CCIF Petrol Limited. China Renaissance Capital Investment Inc. is the sole director of China Century Investment Fund Limited and may be deemed to beneficially own the shares held by China Century Investment Fund Limited.

The board of directors of China Renaissance Capital Investment Inc. is consisted of Mark Qiu, Hung Shih, Li Zhenzhi, Charles Pieper and Nicole Arnaboldi. The board of directors of China Renaissance Capital Investment Inc. has the voting and investment powers over the shares held beneficially by China Century Investment Fund Limited. The board of directors of China Renaissance Capital Investment Inc. has delegated voting and investment powers relating to shares of the issuer held by China Century Investment Fund Limited and CCIF Petrol Limited to Messrs. Qiu and Li, and they may be deemed to have beneficial ownership over the 1,119,048 shares held by China Century Investment Fund Limited and CCIF Petrol Limited.  Each Reporting Person other than CCIF Petrol Limited and China Century Investment Limited and each of Ms. Arnaboldi and Messrs. Qiu, Li, Shih and Pieper disclaims beneficial ownership of the shares that may be deemed to be beneficially owned by such person, except to the extent of such person’s own pecuniary interest therein.

 

 
 
Page 7 of 9 Pages

 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
 
Not applicable
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
 
Not applicable
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON:
   
 
Not applicable
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
 
Not applicable
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
   
 
Not applicable
   
ITEM 10.
CERTIFICATION:
   
 
Not applicable

 

 

 

 
Page 8 of 9 Pages
 
SIGNATURE PAGE
 
 
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.
 
 
Dated: April 17, 2009
 

 
 
CCIF Petrol Limited
 
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title: Director
     
     
 
China Century Investment Fund Limited
     
 
By China Renaissance Capital Investment Inc., its sole director
     
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title:  Director
     
     
  China Renaissance Capital Investment Inc.
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title:  Director


 

 

 

Page 9 of 9 Pages
 


EXHIBITS


Exhibit 1
Joint Filing Agreement



EX-99 2 exhibit1.htm JOINT FILING AGREEMENT exhibit1.htm

Exhibit 1

Joint Filing Agreement


We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: April 17, 2009
 
 
CCIF Petrol Limited
 
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title: Director
   
   
   
   
 
China Century Investment Fund Limited
     
 
By China Renaissance Capital Investment Inc., its sole director
     
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title:  Director
     
     
     
     
  China Renaissance Capital Investment Inc.
     
 
By:
/s/  Li Zhenzhi
 
   
Name:  Li Zhenzhi
   
Title:  Director
 
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