-----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, SKdKw3eTj4yH0o8hxX07iR6eC+H3ty2Hz+4UT/sCQ2IVXW7HrwmWtg766PfxDV7f SMO8IHEimNrXxIbRsh/ENQ== 0001213900-10-002327.txt : 20100604 0001213900-10-002327.hdr.sgml : 20100604 20100604120629 ACCESSION NUMBER: 0001213900-10-002327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100531 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100604 DATE AS OF CHANGE: 20100604 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34131 FILM NUMBER: 10878001 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 8-K 1 f8k053110_sino.htm FORM 8-K f8k053110_sino.htm


 
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 31, 2010


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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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Item 8.01.  Other Events.

    On May 31, 2010, Sinoenergy Corporation and Skywide Capital Management Limited entered into an amendment to the amended and restated agreement and plan of merger dated as of March 29, 2010, which extended to July 31, 2010 the date after which either party may terminate the agreement, with the parties having the right to further extend such date until August 31, 2010.
 
Item 9.01  Financial Statements and Exhibits.
 
Exhibits
 
99.1 
Amendment dated as of May 31, 2010 to the amended and restated agreement and plan of merger by and between Skywide Capital Management Limited and the Registrant.

 
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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: June 4, 2010
     /s/ Huang Bo                                      
 
     Huang Bo, Chief Executive Officer
 
 
 
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EX-99.1 2 f8k053110ex99i_sino.htm AMENDMENT DATED AS OF MAY 31, 2010 f8k053110ex99i_sino.htm
Exhibit 99.1
 
 
THIS AMENDMENT dated as of May 31, 2010 (this “Amendment”) amends the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of March 29, 2010 (the “Agreement”) by and between Skywide Capital Management Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Buyer”) and Sinoenergy Corporation, a corporation organized under the laws of the state of Nevada (the “Company”).  Unless otherwise specified, all capitalized terms used in this Amendment shall have the meanin gs attributed thereto by the Agreement.
 
WHEREAS, Buyer and the Company previously amended the Agreement to, among other things, extend the Outside Date to and including May 31, 2010; and
 
WHEREAS, Buyer and the Company desire to further amend the Agreement in the manner provided herein;
 
NOW, THEREFORE, in consideration of the premises and the mutual terms hereinbelow set forth, the parties agree, as follows:
 
1.           Extension of the Agreement.  Buyer and the Company hereby agree that the Outside Date is hereby extended to and including July 31, 2010.
 
2.           Modification of Section 9.1(b) of the Agreement.  Subsection (b) of Section 9.1 of the Agreement is hereby deemed to have been modified for all purposes to read, as follows:
 
 
“(b)
by either the Buyer or the Company if the Merger shall not have been consummated byJuly 31, 2010 (the “Outside Date”), provided that the Buyer and the Company may jointly extend the Outside Date until August 31, 2010 by amendment of this Agreement on or before the Outside Date, in which case the Outside Date shall be deemed for all purposes to be August 31, 2010; or”
 
3.           Continuation of Agreement, As Amended.  The Agreement, as heretofore amended, and as further amended by this Amendment, shall continue in full force and effect until such time as the Agreement shall be terminated, superseded or consummated, whichever shall first occur.
 
IN WITNESS WHEREOF, the Buyer and the Company have caused this Amendment to the Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
 
Skywide Capital Management Limited
 
By: /s/ Tianzhou Deng     
             Tianzhou Deng, Director
 
By: /s/  Bo Huang       
              Bo Huang, Director
Sinoenergy Corporation
 
By: /s/ Anlin Xiong                                                               
            Anlin Xiong, Vice President
 

 
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