-----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, CmQWY4LB5+yi7tkppq/ssAZBV0uFNz+bfSnR8pMSYka0IELaIL+74nZGaP/1x77U eW13mWu3F1iGkCq+BK687A== 0001144204-08-024373.txt : 20080428 0001144204-08-024373.hdr.sgml : 20080428 20080428102905 ACCESSION NUMBER: 0001144204-08-024373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080428 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 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: 08779640 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 v111873_8k.htm
 
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): April 28, 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 1.01. Entry into Material Definitive Agreements.

On April 22, 2008,Sino Gas International Holdings, Inc., a Utah corporation (the “Company”), through its wholly-owned indirect subsidiary, Beijing Zhong Ran Wei Ye Gas Co., Ltd. (“Beijing Gas”), a limited liability company organized under the laws of the People’s Republic of China (the “PRC”), entered into an agreement with the Qujing Development Investment Co., Ltd. a PRC state-owned company with a registered capital of RMB 0.82 billion (U.S.$ 117.1 million ), and Yunnan Investment Group Co., Ltd, also a PRC state-owned company with a registered capital of RMB 8 billion (U.S.$1.14 million), to set up a new limited liability company to operate in the City of Qujing, Yunnan Province (the “Joint Venture”). The Company will hold a 39% equity interest in this Joint Venture. The initial registered capital of the Joint Venture is RMB 30 million (U.S.$4.29 million). The Company is entitled to appoint three (3) members to the Board of Directors of the Joint Venture to be formed which is slated to have a five- member board. In addition, the General Manager of the Joing Venture will be designated by the Company.
 
On April 23, 2008, the Companyentered into an agreement with Tongshan Hengxin Jiaye Natural Gas Co., Ltd. (“Tongshan”), a limited liability company organized under the laws of the PRC to acquire all the capital stock of Tongshan for cash at the purchase price of RMB 32.6 million (U.S.$4.66 million). Tongshan is a regional natural gas distributor and developer of natural gas distribution networks in China’s Jiangsu Province.

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.
 
  
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: April 28, 2008
By:  
/s/ Yuchuan Liu
 
Name: Yuchuan Liu
 
Title: Chief Executive Officer
 
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