EX-99.1 2 f8k073110ex99i_sinoenrgy.htm AMENDMENT DATED AS OF JULY 31, 2010 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN SKYWIDE CAPITAL MANAGEMENT LIMITED AND THE REGISTRANT. f8k073110ex99i_sinoenrgy.htm
Exhibit 99.1
 
 
THIS AMENDMENT dates as of July 31, 2010  (this “Amendment”) amends the AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dates as of March 29, 2010 as previously amended (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 meanings 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 July 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 follow:
 
1.  
Extension of the Agreement. Buyer and the Company hereby agree that the Outside Date is hereby extended to and including September 30, 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 follow:
 
“ (b) 
By either the Buyer of the Company if the Merger shall not have been consummated by September 30, 2010 (the “Outside Date”), provided that the Buyer and the Company may jointly extend the Outside Date until October 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 October 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by this Amendment, shall continue in full force and effect until such time as the Agreement shall be terminated, superseded or consummated, whichever shall first occur.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 officersthereunto duly authorized as of the date first written above.
 
 
Skywide Capital Management Limited
  
Sinoenergy Corporation
  
           
By:
 Tianzhou Deng  
By:
 Anlin Xiong  
 
Tianzhou Deng, Director
    
Anlin Xiong, Vice President
  
           
By:
 Bo Huang         
 
Bo Huang, Director