8-K 1 v180348_8k.htm Unassociated Document
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): April 7, 2010
 
 
SINO GAS INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in Charter)
 
Utah
  
000-51364
  
90-0438712
         
(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 2.02 Results of Operations and Financial Condition.

On April 6, 2010, Sino Gas International Holdings, Inc. (the “Company”) issued a press release announcing its results for the fiscal year ended December 31, 2009. The press release is attached as Exhibit 99.1 to this report on Form 8-K.

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.
 
Item 7.01 Regulation FD Disclosure

On April 1, 2010, the Company held an earnings conference in connection with its earnings for the fiscal year ended December 31, 2009. The earnings conference script is attached as Exhibit 99.2 to this report on Form 8-K.

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.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
  
         
99.1
    
Press Release of the Company, dated April 6, 2010
  
99.2
    
Copy of Earnings Conference Script of the Company, dated April 1, 2010
  
 
 
 
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 7, 2010
By:
/s/ Yuchuan Liu
  
   
Name: Yuchuan Liu
  
   
Title: Chief Executive Officer