8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2009

Sinoenergy Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-34131	84-1491682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1603-1604, Tower B Fortune Centre Ao City, Beiyuan Road, Chaoyang District,

Beijing China, 100107

(Address of principal executive offices)

Registrant’s telephone number, including area code: 86-10-84928149

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On May 13, 2009, Sinoenergy Corporation (the “Company”) entered into an amendment and waiver agreement with the holders of the Company’s 12% senior notes due 2012 in the principal amount of $16,000,000 and the Company’s 3% Guaranteed Senior Convertible Notes due 2012 in the principal amount of $14,000,000.  Pursuant to the amendment and waiver agreement, the noteholders agreed that the Company shallmaintain, as of the last day of each fiscal quarter, (i) a fixed charge coverage ratio of at least 2.00 to 1.00 from January 1, 2009 through December 31, 2009, and 3.0 to 1.00 thereafter, and (ii) a leverage ratio of not more than 6.0 to 1.00 from January 1, 2009 to December 31, 2009, and 4.5 to 1.00 thereafter. The noteholders also agreed that they would not take any action to declare an event of default under the provision relating to these ratios as long as the Company was in compliance with the modified covenants.  The noteholders agreed to deliver an executed copy of the waiver to the trustee under the indentures relating to the notes and to execute a supplemental indenture to reflect these amendments.

On May 19, 2009, the Company and the noteholders entered into an agreement that confirmed that the amended fixed charge coverage ratio and leverage ratio also apply to the covenants restricting the Company’s ability to incur additional debt.  As a result, the Company and its subsidiaries may incur additional debt as long as they continue to be in compliance with the revised covenants after incurring the debt.

Item 9.01  Financial Statements and Exhibits.

   Exhibits

99.1	Amendment and waiver agreement dated May 13, 2009, by and between the Company and Abax Nai Xin A Ltd., Abax Jade Ltd., and CCIF Petrol Limited.
99.2	Amendment and waiver agreement dated May 19, 2009, by and between the Company and Abax Nai Xin A Ltd., Abax Jade Ltd., and CCIF Petrol Limited.

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 hereunto duly authorized.

	SINOENERGY CORPORATION
	(Registrant)
Date: May 19, 2009		/s/ Shiao Ming Sheng____________________
		Shiao Ming Sheng, Chief Financial Officer

EX-99.1

Exhibit 99.1

SINOENERGY CORPORATION

1603-1604, Tower B Fortune Centre Ao City

Beiyuan Road, Chaoyang District

Beijing, P.R. China 100107

May 13 2009

Abax Nai Xin A Ltd.

do Abax Global Capital (Hong Kong) Limited Suite 6708, 67/F Two International Finance Centre 8 Finance Street

Central, Hong Kong SAR

Abax Jade Ltd.

c/o Abax Global Capital (Hong Kong) Limited Suite 6708, 67/F Two International Finance Centre 8 Finance Street

Central, Hong Kong SAR

CCIF Petrol Limited

Kingston Chambers, PO Box 173

Road Town, Tortola, British Virgin Islands

Re: Amendment and Waiver

Ladies and Gentlemen:

Reference is made to the indentures, both dated September 28, 2007, by and among Sinoenergy Corporation, a Nevada corporation (the "Company"), Sinoenergy Holding Limited, a British Virgin Islands corporation, DB Trustees (Hong Kong) Limited, as trustee and Deutsche Bank AG, Hong Kong Branch relating to the Company's 12% Guaranteed Senior Notes due 2012 in the aggregate principal amount of $16,000,000 (the "Fixed Rate Indenture") and its 3.0% Guaranteed Senior Convertible Notes due 2012 in the aggregate principal amount of $14,000,000 (the "Convertible Debt Indenture," and, together with the Fixed Rate Indenture, the "Indentures"). The notes issuable pursuant to the Indentures are collectively referred to as the "Notes."

Abax Nai Xin A Ltd., Abax Jade Ltd. and CCIF Petrol Limited (the "Noteholders" and each, a "Noteholder") hereby agree as follows:

1.   The Noteholders are the only holders of the Notes, and each of the Noteholders severally represents and warrants as of the date hereof that:

 (a)such Noteholder has not transferred the Notes to any third party; and

 (b) this waiver does not violate any agreement relating to the Notes to which the Noteholders (or their predecessors) are a party.

2.  All terms defined in either or both of the Indentures and used in this amendment and waiver (this "waiver") shall have the same meanings in this waiver as in the applicable Indenture or the Indentures.

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3.  The Noteholders consent that, from and after March 31, 2009, the Fixed Charge Coverage Ratio set forth in Section 4,26(1) and the Leverage Ratio set forth in Section 4.26 (2) of the Fixed Rate Indenture: the Fixed Charge Coverage Ratio set forth in the Section &Ai) and the Leverage Ratio set forth in Section 4.28(ii) of the Convertible Debt indenture shall be modified to read as follows:

(a)   A Fixed Charge Coverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four Fiscal Quarters ending on such day, of at least 1.75 to 1,00 from the Issue Date through March 31,. 2008, and 2.75 to 1.00 from April 1, 2008 through December 31, 2008, and 2.00 to 1.00 from January 1 2009 through December 31, 21)09 and 3.00 to 1.00 thereafter.

(b)   a Leverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four Fiscal Quarters ending on such day, of not exceeding 7.5 to 1,0 from the Issue Date through March 31, 2008 and 5.0 to 1.0 from April 1, 2008 through December 31, 2008 and 6.0 to 1.0 from January 1, 2009 through December 31 2009, and 4.5 to 1.0 thereafter.

4.The Noteholders agree that they shall not take any action to cause or declare an Event of Defauit pursuant to Sections 4.26(1) and (2) of the Fixed Rate Indenture and Section 4.28(i) and (ii) of the Convertible Debt Indenture as long as the Company is in compliance with the covenants set forth in Section 3 of this waiver.

5.This Agreement shall he binding upon the Noteholders and any transferees or assignees of the Notes, and the Noteholders shall affix a copy of this waiver to each Note.

6.  The Noteholders agree to deliver an executed copy of this waiver to the Trustee, and will request the Trustee to execute a supplemental indenture to reflect the amendments to the covenants set forth in Section 6 of this waiver.

Please confirm your agreement with the foregoing.

SINOENERGY CORPORATION

By:           /s/ Bo Huang                                                                 

Name:

Title:

AGREED TO:

ABAX NAI XIN A LTD.	ABAX JADE LTD.	CCIF PETROL LIMITED
By:           /s/ Jamie Tadelis	By:           /s/ Jamie Tadelis	By:           /s/ Andrew Lo
Name: Jamie Tadelis Title:  General Counsel	Name: Jamie Tadelis Title:  General Counsel	Name: Andrew Lo Title:  Authorized Representative

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EX-99.2

Exhibit 99.2

SINOENERGY CORPORATION

1603-1604, Tower B Fortune Centre Ao City

Beiyuan Road, Chaiyang District

Beijing, P.R. China 100106

May 19, 2009

Abax Nai Xin A Ltd.

c/o Abax Global Capital (Hong Kong) Limited

Suite 6708, 67/F Two International Finance Centre

8 Finance Street

Central, Hong Kong SAR

Abax Jade Ltd.

c/o Abax Global Capital (Hong Kong) Limited

Suite 6708, 67/F Two International Finance Centre

8 Finance Street

Central, Hong Kong SAR

CCIF Petrol Limited

Kingston Chambers, PO Box 173

Road Town, Tortola

British Virgin Islands

Re:  Amendment and Waiver

Ladies and Gentlemen:

Reference is made to the amendment and waiver dated May 13, 2009 (the “May 13 Waiver”), relating to the indentures, both dated September 28, 2007, by an among Sinoenergy Corporation, a Nevada corporation (the “Company”)m Sinoenergy Holding Limited, DB Trustees (Hong Kong) Limited, as trustee, and Deutsche Bank AG, Hong Kong Branch relating to the Company’s 12% Guaranteed Senior Notes due 2012 in the aggregate principal amount of $16,000,000 and its 3% Guaranteed Senior Convertible Notes due 2012 in the aggregate principal amount of $14,000,000 (collectively, the “Indentures” and each, an “Indenture”).

Abax Nai Xin A Ltd., Abax Jade Ltd. and CCIF Petrol Limited (collectively, the “Noteholders” and each, a “Noteholder”) hereby agree as follows:

1.The Noteholders are the only holders of the Notes, and each of the Noteholders severally represents and warrants as of the date hereof that:

(a)Such Noteholder has not transferred the Notes to any third party; and

(b) This waiver does not violate any agreement relating to the Notes to which the Noteholders or their predecessors are a party.

2.All terms defined in either or both of the Indentures and used in this instrument shall have the same meanings in this instrument as in the applicable Indenture or Indentures.

3.In executing the May 13 Waiver, the Noteholders intended that, as long as the Company remained in compliance with the amended ratios as set forth in the May 13 Waiver, the Noteholders will not take any action to cause or declare an Event of Default.  In order to implement the Noteholders’ intention, the Noteholders consent that, from and after March 31, 2009, the required Fixed Charge Coverage Ratio and Leverage Ratio referred to in Section 4.09(1) of each of the Indentures be amended to be the same as the Fixed Charge Coverage Ratio and the Leverage Ratio as set forth in Section 3 of the May 13 Waiver.

4.The Noteholders agree that they shall not take any action to cause or declare an Event of Default pursuant to Section 4.09 of either Indenture as long as the Company is in compliance with the covenants as set forth in Section 3 of the May 13 Waiver.

5.This instrument shall be binding on the Noteholders and any transferees or assignees of the Notes, and the Noteholders shall affix a copy of this wavier to each Note.

6.The Noteholders agree to deliver an executed copy of this instrument to the Trustee, and will request that the supplemental indenture referred to in Section 6 of the May 13 Waiver also reflect the amendment to the covenants in Section 4.09 provided for in Section 3 of this instrument.

Please confirm your agreement with the foregoing:

SINOENERGY CORPORATION

By:           /s/ Bo Huang                                                                 

Name:

Title:

AGREED TO:

ABAX NAI XIN A LTD.	ABAX JADE LTD.	CCIF PETROL LIMITED
By:           /s/ Jamie Tadelis	By:           /s/ Jamie Tadelis	By:           /s/ Andrew Lo
Name: Jamie Tadelis Title:  General Counsel	Name: Jamie Tadelis Title:  General Counsel	Name: Andrew Lo Title:  Authorized Representative