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SECURITIES
AND EXCHANGE COMMISSION
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Under
the Securities Exchange Act of 1934
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Sinoenergy
Corporation
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(Name
of Company)
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Common
Stock, $0.001 par value
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(Title
of class of securities)
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82935B103
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(CUSIP
number)
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Asher
S. Levitsky P.C.
Sichenzia
Ross Friedman Ference LLP,
61
Broadway, 32nd Floor
New
York, New York 10006; (212) 930-9700
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(Name,
address and telephone number of person authorized to receive notices and
communications)
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October
12, 2009
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(Date
of event which requires filing of this statement)
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If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“
Act
”)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
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CUSIP
No. 82935B103
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13D
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Page
2
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1
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NAME
OF REPORTING PERSON:
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Skywide
Capital Management Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
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AF
(1)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) OR 2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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British
Virgin Islands
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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6,277,102
(2)
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8
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SHARED
VOTING POWER:
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0
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9
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SOLE
DISPOSITIVE POWER:
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6,277,102
(2)
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10
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SHARED
DISPOSITIVE POWER:
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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6,277,102
(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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39.4%
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14
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TYPE
OF REPORTING PERSON:
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CO
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(
1) Pursuant to the
terms of an Agreement and Plan of Merger, dated as of October 12, 2009 (the
“October Merger Agreement”) by and between the Issuer and Skywide Capital
Management Limited, a British Virgin Islands Company (“Skywide”) which is owned
50% by Mr. Tianzhou Deng, the Chairman of the Board of Directors of the Issuer
(“Mr. Deng”) and 50% by Mr. Bo Huang, the Chief Executive Officer and a Director
of the Issuer (“Mr. Huang”), the Issuer agreed to merge with and into Skywide,
with Skywide to continue as the surviving company (the “Merger”).
The
Parties (hereinafter defined) are currently engaged in discussions to enter into
an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated
Merger Agreement”) by and among the Issuer, Skywide and SNEN Acquisition Corp.,
a wholly owned subsidiary of Skywide (“Merger Sub”; the Issuer, Skywide and
Merger Sub are herein referred to collectively as the
“Parties”), which shall provide that the Merger Sub will merge with
and into the Issuer, with the surviving company being privately owned indirectly
by Messrs. Deng and Huang as a result of their ownership of Skywide, with the
other terms of the October Merger Agreement remaining substantially the
same.
At the
effective time of the Merger, each issued and outstanding share of common stock
of the Issuer (the “Common Stock”), other than any shares owned by
(a) Skywide, including its shareholders and subsidiaries, (b) the
Issuer as treasury shares or (c) the Issuer’s subsidiaries, will be converted
into the right to receive $1.90 in cash, without interest. Skywide anticipates
costs of $20,000,000 for the purchase of the Issuer’s shares owned by
Shareholders of the Issuer other than Skywide and other costs with respect to
such transaction. Mr. Deng and Mr. Huang, jointly, are contributing $20,000,000
to Skywide from their personal funds.
(2) As of
June 2, 2006, Skywide owned 12,793,847 shares of the Issuer. On July
9, 2008, a one-for-two reverse split of the Issuer’s common stock took effect,
pursuant to which the 12,793,847 shares of common stock of the Issuer were
converted to 6,396,924 shares of the Issuer’s common stock. On July
18, 2008, Skywide transferred 99,822 shares to the Issuer’s warrant holders and
former chief financial officer, and transferred 20,000 shares to the Issuer for
cancellation.
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CUSIP
No. 82935B103
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13D
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Page
3
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1
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NAME
OF REPORTING PERSON:
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Bo
Huang
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
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PF
(1)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) OR 2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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People’s
Republic of China
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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6,277,102
(2)
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
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6,277,102
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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6,277,102
(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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|
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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39.4%
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14
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TYPE
OF REPORTING PERSON:
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IN
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(1)
Please refer to prior footnote (1).
(2)
Please refer to prior footnote (2).
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CUSIP
No. 82935B103
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13D
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Page
4
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1
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NAME
OF REPORTING PERSON:
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Tianzhou
Deng
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
x
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS:
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PF
(1)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) OR 2(e):
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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People’s
Republic of China
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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0
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8
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SHARED
VOTING POWER:
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6,277,102
(2)
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9
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SOLE
DISPOSITIVE POWER:
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0
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10
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SHARED
DISPOSITIVE POWER:
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6,277,102
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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6,277,102
(2)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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39.4%
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14
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TYPE
OF REPORTING PERSON:
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IN
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(1)
Please refer to prior footnote (1).
(2)
Please refer to prior footnote (2).
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CUSIP
No. 82935B103
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13D
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Page
5
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This
Amendment No. 1 to Schedule 13D amends the Schedule 13D initially filed with the
Securities and Exchange Commission by Skywide Capital Management Limited, Bo
Huang and Tianzhou Deng on June 27, 2006, relating to the common stock, par
value $0.001 per share, of Sinoenergy Corporation.
Item
1. Security and Issuer.
Item 1 is
hereby amended and restated in its entirety as follows:
This statement relates to the Common
Stock, par value $0.001 per share (the “Common Stock”), of Sinoenergy
Corporation, a Nevada Corporation (the “Issuer”). The Issuer’s
principal executive offices are located at 1603-1604, Tower B Fortune Centre Ao
City, Beiyuan Road, Chaoyang District, Beijing, People’s Republic of China
100107.
Item
2. Identity and Background.
The last
sentence of the first paragraph of item 2 in the original filing is hereby
amended by deleting it in its entirety and substituting therefor the following
sentence:
Skywide’s
address is P.O. Box 3444, Road Town, Tortola, British Virgin
Islands.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 is
hereby amended and restated in its entirety as follows:
The
responses of the Reporting Persons to Row (4) of the cover pages of this Amended
Schedule 13D are incorporated herein by reference. Skywide
anticipates costs of $20,000,000 to fund the purchase of the shares of the
Issuer’s common stock which are owned by unaffiliated persons. Mr. Deng and Mr.
Huang, jointly, are contributing $20,000,000 to Skywide from their personal
funds to be used to purchase an aggregate of 9,665,234 shares of common stock of
the Issuer from unaffiliated persons at the price of $1.90 per share pursuant to
the terms of the October Merger Agreement, along with other costs with respect
to such transaction, which the Parties anticipate shall remain the same pursuant
to their discussions to enter into the Amended and Restated Agreement and Plan
of Merger (hereinafter defined).
Item
4. Purpose of Transaction.
The last
sentence of the fourth paragraph of item 4 in the original filing is hereby
amended by deleting it in its entirety and substituting therefor the following
paragraphs:
Pursuant
to the terms of an Agreement and Plan of Merger, dated as of October 12, 2009
(the “October Merger Agreement”) by and between the Issuer and Skywide, the
Issuer would have merged with and into Skywide, with Skywide continuing as the
surviving company.
The
Parties are currently engaged in discussions to amend and restate the October
Merger Agreement, which the Parties expect to finalize shortly after the filing
of this Schedule 13D as the “Amended and Restated Merger
Agreement”. The Amended and Restated Merger Agreement, shall
provide that the Merger Sub will merge with and into the Issuer, with the
surviving company being privately owned indirectly by Messrs. Deng and Huang as
a result of their ownership of Skywide (the “Merger”).
Pursuant
to the October Merger Agreement and based upon the discussions to enter into the
Amended and Restated Merger Agreement, at the effective time of the Merger, each
issued and outstanding share of common stock of the Issuer (the “Common Stock”),
other than any shares owned by (a) Skywide, including
its
shareholders and subsidiaries, (b) the Issuer as treasury shares or (c) the
Issuer’s subsidiaries, will be converted into the right to receive $1.90 in
cash, without interest.
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CUSIP
No. 169050C109
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13D
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Page
6
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The
October Merger Agreement and the negotiations to enter into the Amended and
Restated Merger Agreement further provide that all outstanding Issuer stock
options, except for stock options held by Messrs. Deng and Huang, issued
pursuant to the Issuer’s 2006 long-term incentive plan, and all outstanding
Issuer stock purchase warrants, whether or not vested or exercisable, will be
cashed out and cancelled in connection with the completion of the
merger. Upon the successful completion of the Merger, the Issuer’s
current shareholders, other than Skywide and Messrs. Deng and Huang will have no
interest in the Issuer, which shall be a wholly owned subsidiary of Skywide
which is owned by Messrs. Deng and Huang.
Item 5.
Interest in Securities of the Company.
Item 5 is
hereby amended and restated in its entirety as follows:
As
of
February 1, 2010, Skywide beneficially owned 6,277,102 shares of the Issuer’s
common stock, representing 39.4% of the Issuer’s outstanding common
stock. Skywide has the sole power to vote or dispose of all of its
shares. Mr. Deng, the Chairman of the Board of Directors of the
Issuer and Mr. Huang, the Chief Executive Officer and a Director of the Issuer
each own a 50% equity interest in Skywide. By virtue of their stock
ownership in Skywide, Messrs. Deng and Huang have joint control over the voting
and disposition of all the shares owned by Skywide, although each has a 50%
economic interest in the shares owned by Skywide. Pursuant to the
October Merger Agreement and the negotiations to enter into the Amended and
Restated Merger Agreement, Skywide will be the surviving company following the
Merger, and the entire beneficial interest in the Issuer will be held by Messrs.
Deng and Huang as the sole shareholders of Skywide.
Item
7. Material to be Filed as Exhibits.
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Exhibit
1
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Agreement
and Plan of Merger, dated October 12, 2009 by and between the Issuer and
Skywide, is herein incorporated by reference to Exhibit 99.1 of the Form
8-K filed on October 13, 2009.
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SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and
correct.
Dated:
February 1, 2010
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SKYWIDE
CAPITAL MANAGEMENT LIMITED
By:
/s/ Tianzhou
Deng
Name:
Tianzhou Deng
Title:
Chairman
/s/ Tianzhou
Deng
Tianzhou
Deng
/s/ Bo
Huang
Bo
Huang
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