-----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, U6MsGzaHs58M2zS9utbCN7fklsj67PdTQ4ie7t+iHt5iJAw0Y4gTU9bqsi2Nr2Z4 cxaAZl0ppvoFhPugb90SuA== 0001144204-08-015239.txt : 20080314 0001144204-08-015239.hdr.sgml : 20080314 20080314100531 ACCESSION NUMBER: 0001144204-08-015239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080314 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080314 DATE AS OF CHANGE: 20080314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sino Gas International Holdings, Inc. CENTRAL INDEX KEY: 0001326364 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 320028823 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51364 FILM NUMBER: 08687939 BUSINESS ADDRESS: STREET 1: NO. 18 ZHONG GUAN CUN DONG ST. STREET 2: HAIDIAN DISTRICT CITY: BEIJING, STATE: F4 ZIP: 100083 BUSINESS PHONE: 011-86-10-82600527 MAIL ADDRESS: STREET 1: NO. 18 ZHONG GUAN CUN DONG ST. STREET 2: HAIDIAN DISTRICT CITY: BEIJING, STATE: F4 ZIP: 100083 FORMER COMPANY: FORMER CONFORMED NAME: Dolce Ventures, Inc DATE OF NAME CHANGE: 20050506 8-K 1 v107019_8k.htm Unassociated Document
 
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): March 14, 2008
 
 SINO GAS INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in Charter)
 
 
 
 
 
 
Utah
 
000-51364
 
32-0028823
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee
Identification No.)
 
No.18 Zhong Guan Cun Dong St.
Haidian District
Beijing 100083, People’s Republic of China
(Address of Principal Executive Offices)
 
86-10-82600527 
(Issuer Telephone number)
 
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))
 
 
Item 5.02. Election of New Director

On March 13, 2008, Mr. Zhicheng Zhou was elected to the position of Director of the Company. Mr. Zhou served as our Chief Operating Officer since October 19, 2006. Previously, Mr. Zhou served as the director and General Manager of Beijing Chenguang Gas Co., Ltd. from late 2002 to 2007. Prior to that, Mr. Zhou served as the Associate General Manager and later General Manager of Beijing Zhong Ran Xiang Ke Petroleum and Oil Technology Co., Ltd. between 2001 and 2002. Mr. Zhou graduated from Tianjin Finance University and holds a master's  degree in Finance.

As a Director, Mr. Zhou is not entitled to extra compensation other than his compensation as Chief Operating Officer which was disclosed in Company’s registration statement on Form SB-2/A filed with the Securities and Exchange Commission on January 22, 2008 (Registration No. 333-147998).

Pursuant to Item 404(a) of Regulation S-B, Mr. Zhou has the following related transaction with the Company. On January 15, 2007, The Company acquired 100% equity interest of Beijing Chenguang Gas Ltd., Co. for a purchase price of 26,000,000 RMB (or approximately USD3.35 million) in cash. Mr. Zhicheng Zhou was one of the selling shareholders of Beijng Chenguang. Mr. Zhou owned 30% of the Beijing Chenguang stock immediately prior to the signing of the Beijing Chenguang Agreement. Mr. Zhou is also a shareholder and legal representative of another selling shareholder, Beijing Chenguang Weizhong Management Technology Consulting Ltd., Co., which owned 10% of the Beijing Chenguang stock immediately prior to the signing of the agreement. Mr. Zhicheng Zhou, as the company’s Chief Operating Officer at the time, was not instrumental with the acquisition of Chenguang on behalf of the Company. The acquisition decision was made by the Board of Directors, of which Mr. Zhou was not a Director back then. The decision to purchase Beijing Chenguang was made before Mr. Zhou joined the company.

The information contained in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in or exhibits to this Form 8-K shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
 
 
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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.
 
     
 
SINO GAS INTERNATIONAL HOLDINGS, INC.
 
 		  
 		  
 
Date: March 14, 2008
 By:   /s/ Yuchuan Liu
 
Name: Yuchuan Liu
 
Title: Chief Executive Officer
 
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