FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Abax Nai Xin A Ltd.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2009 

3. Issuer Name and Ticker or Trading Symbol

Sinoenergy CORP [SNEN]

(Last)        (First)        (Middle)

C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD., STE 6708/F, 2 INT'L. FIN CTR, 8 FIN ST

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CENTRAL HONG KONG, K3 0000000000       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   27119   D   (1) (5) (6)  
Common Stock   7631   D   (2) (5) (6)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
3% Guaranteed Senior Convertible Notes due 2012     (3) (4)   (3) (4) Common Stock   1714286   (3) (4) $4.20   (3) (4) D   (1) (5) (6)  
3% Guaranteed Senior Convertible Notes due 2012     (3) (4)   (3) (4) Common Stock   500000   (3) (4) $4.20   (3) (4) D   (2) (5) (6)  

Explanation of Responses:
( 1)  Directly owned by Abax Nai Xin A Ltd.
( 2)  Directly owned by Abax Jade Ltd.
( 3)  Abax Nai Xin A Ltd. directly owns Convertible Notes in principal amount of $7,200,000. Abax Jade Ltd. directly owns Convertible Notes in principal amount of $2,100,000. The Convertible Notes were initially convertible, at any time, into the Company's common stock (the "Common Stock") at an initial conversion rate of 31,546 shares of Common Stock for each $100,000 principal amount of Convertible Notes, which is subject to adjustment pursuant to the terms of the Indenture (as defined herein). On July 9, 2008, the Company went effective with a 1 for 2 share split. On March 28, 2009, a downward reset was triggered pursuant to the terms of the Indenture resulting in a conversion rate of 23,810 for each US$100,000 principal amount of Convertible Notes.
( 4)  (Continuation of Footnote 3) - Accordingly, as of the date hereof, (A) Abax Nai Xin A Ltd. may convert its Convertible Notes into 1,714,286 shares of Common Stock, and (B) Abax Jade Ltd. may convert its Convertible Notes into 500,000 shares of Common Stock.
( 5)  The Common Stock and Convertible Notes may be deemed to be beneficially owned indirectly by: Abax Global Opportunities Fund (the "Fund"), which is the sole shareholder of each of Abax Nai Xin A Ltd. and Abax Jade Ltd.; Abax Arhat Fund ("Arhat") and Abax Upland Fund LLC ("Upland"), each of which owns 50% of the Fund; Abax Global Capital (the "Arhat Shareholder"), which is the sole shareholder of Arhat; Abax Claremont Ltd. (the "Upland Managing Member"), which is the managing member of Upland; and Mr. Xiang Dong Yang, who is the controlling member of the Arhat Shareholder and the Upland Managing Member.
( 6)  (Continuation of Footnote 5) - Each of the foregoing disclaims beneficial ownership except to the extent of its or his pecuniary interest therein. The Common Stock and Convertible Notes were directly owned by Abax Lotus Ltd. (a wholly-owned subsidiary of the Fund) until May 1, 2009, at which time these securities were transferred to Abax Nai Xin A Ltd. and Abax Jade Ltd. for no consideration.

Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. Abax Nai Xin A Ltd. and Abax Jade Ltd. are
parties to an investor rights agreement with certain shareholders of the Issuer, and if they are deemed to be a "group" by
virtue of such arrangement, such group may be deemed a greater than 10% owner. The Reporting Persons expressly disclaim
beneficial ownership of the securities of the Issuer that are owned by such shareholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abax Nai Xin A Ltd.
C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD.
STE 6708/F, 2 INT'L. FIN CTR, 8 FIN ST
CENTRAL HONG KONG, K3 0000000000

X

Abax Jade Ltd.
C/O ABAX GLOBAL CAPITAL (HONG KONG) LTD.
STE 6708/F, 2 INT'L. FIN CTR, 8 FIN ST
CENTRAL HONG KONG, K3 0000000000

X


Signatures
/s/ Jamie Tadelis, General Counsel of Abax Nai Xin A Ltd. 5/27/2009
** Signature of Reporting Person Date

/s/ Jamie Tadelis, General Counsel of Abax Jade Ltd. 5/27/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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