“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
“SPECIAL
FACTORS—Interests of the Company’s Directors and Executive Officers in the
Merger”
“THE
MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
(d)
Appraisal
Rights
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“NO
RIGHTS OF APPRAISAL”
(e)
Provisions for
Unaffiliated Security Holders
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
(f)
Eligibility
for Listing or Trading
.
Not applicable.
Item 5.
Past Contacts, Transactions,
Negotiations and Agreements
.
(a)
Transactions
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING SINOENERGY— Transactions with
Related Persons”
(b)
Significant Corporate
Events
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng
and Bo Huang as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
(c)
Negotiations or
Contacts
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL
FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng and Bo
Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL
FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
MERGER AGREEMENT”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
(e)
Agreements Involving
the Subject Company’s Securities
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL
FACTORS— Reasons for the Merger; Recommendation of the Special Committee
and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo
Huang as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
MERGER AGREEMENT”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
Item 6.
Purposes
of the Transaction and Plans or Proposals
.
(b)
Use of Securities
Acquired
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang
as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
MERGER AGREEMENT”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
(c)(1)-(8)
Plans
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL
FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL
FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the Fairness
of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the
Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL
FACTORS—Financing of the Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
MERGER AGREEMENT”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
Item 7.
Purposes, Alternatives,
Reasons and Effects
.
(a)
Purposes
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
(b)
Alternatives
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL
FACTORS—Effects on the Company if the Merger is Not Completed”
(c)
Reasons
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
(d)
Effects
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL
FACTORS”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
Item 8.
Fairness of the
Going-Private Transaction
.
(a)
Fairness
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
(b)
Factors Considered in
Determining Fairness
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL FACTORS— Purpose and Reasons for the Merger for Skywide, Tianzhou Deng
and Bo Huang”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Effects on the Company if the Merger is Not
Completed”
“SPECIAL
FACTORS—Provisions for the Unaffiliated Shareholders”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“ANNEX B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(c)
Approval of Security
Holders
. The transaction is not structured so that approval of at least a
majority of unaffiliated security holders is required. The adoption
of the merger agreement requires the affirmative vote of the shareholders
holding a majority of the shares of the Company's common stock outstanding and
entitled to vote at the annual meeting. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“THE ANNUAL MEETING— Record Date and Voting”
“THE ANNUAL MEETING— Required Vote”
(d)
Unaffiliated
Representative
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
(e)
Approval of
Directors
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
(f)
Other Offers
. The
information set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
Item 9.
Reports, Opinions,
Appraisals and Negotiations
.
(a)
Report, Opinion or
Appraisal
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“ANNEX
B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(b)
Preparer and Summary of the
Report, Opinion or Appraisal
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Opinion of Sinoenergy’s Financial Advisor”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“ANNEX B—FAIRNESS OPINION OF BREAN MURRAY, CARRET & CO. LLC”
(c)
Availability of
Documents
. The reports, opinions or appraisals referenced in this
Item 9 will be made available for inspection and copying at the principal
executive offices of the Company during its regular business hours by any
interested holder of the Company’s common stock or representative who has been
so designated in writing.
Item 10.
Source and Amount of Funds
or Other Consideration
.
(a)
Source of Funds
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL
FACTORS—Financing of the Merger”
(b)
Conditions
.
Not applicable.
(c)
Expenses
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL
FACTORS—Estimated Fees and Expenses of the Merger”
“THE ANNUAL MEETING— Proxy Solicitation”
“THE
MERGER AGREEMENT— Termination Fees and Expenses”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
(d)
Borrowed
Funds
.
Not
applicable.
Item 11.
Interest in Securities of
the Subject Company
.
(a)
Securities Ownership
.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE
ANNUAL MEETING—Share Ownership of Directors and Executive Officers”
“IMPORTANT INFORMATION REGARDING SINOENERGY— Security Ownership of Certain
Beneficial Owners and Management”
(b)
Securities
Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING SINOENERGY— Transactions in Common
Stock”
Item 12.
The Solicitation or
Recommendation
.
(d)
Intent to Tender or Vote in
a Going-Private Transaction
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE ANNUAL MEETING—Share Ownership of Directors and Executive
Officers”
“THE
MERGER AGREEMENT— Treatment of Stock and Options/Warrants”
(e)
Recommendations of
Others
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of the Skywide, Tianzhou Deng and Bo Huang as to the
Fairness of the Merger”
“THE MERGER
AGREEMENT— Representations and Warranties”
“ANNEX
A—AGREEMENT AND PLAN OF MERGER”
Item 13.
Financial
Statements
.
(a)
Financial
Information
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“IMPORTANT INFORMATION REGARDING SINOENERGY—Ratio of Earnings to Fixed
Charges”
“IMPORTANT INFORMATION REGARDING SINOENERGY—Book Value Per Share”
“IMPORTANT
INFORMATION REGARDING SINOENERGY— Management’s Discussion and Analysis of
Financial Condition and Results of Operations”
“IMPORTANT
INFORMATION REGARDING SINOENERGY— Financial Statements of Sinoenergy Corporation
and Subsidiaries”
(b)
Pro Forma
Information
.
Not
applicable.
Item 14.
Persons/Assets Retained,
Employed, Compensated or Used
.
(a)
Solicitations or
Recommendations
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS— Reasons for the Merger; Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS— Estimated Fees and Expenses of the Merger ”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
“THE ANNUAL MEETING— Proxy Solicitation”
(b)
Employees and Corporate
Assets
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY
TERM SHEET”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS— Interests of the Company’s Directors and Executive Officers in
the Merger”
Item 15.
Additional
Information
.
(b)
Other
Material Information
.
The information contained in the Proxy Statement, including all annexes
thereto, is incorporated herein by reference.
Item 16.
Exhibits
.
(a)(1)
Notice of Annual Meeting of Shareholders of Sinoenergy Corporation
(incorporated herein by reference to the Schedule 14A filed with the SEC by
the Company on November 13, 2009)
(a)(2)
Proxy Statement of Sinoenergy Corporation (incorporated herein by
reference to the Schedule 14A filed with the SEC by the Company on November
13, 2009
)
(a)(3)
Form of Proxy Card (incorporated herein by reference to the
Schedule 14A filed with the SEC by the Company on November 13,
2009)
(b)(1)
Not Applicable.
(c)(1)
Fairness Opinion of Brean Murray,
Carret & Co., LLC, dated September 28, 2009 (incorporated herein by
reference to Annex B to the Schedule 14A filed with the SEC by the Company
on November 13, 2009)
(c)(2)
Presentation of Brean Murray, Carret
& Co., LLC to the special committee of the board of directors of the Company
dated July 7, 2009
(d)(1)
Agreement and Plan of Merger, dated as of October 12, 2009, among Skywide
and the Company (incorporated herein by reference to Annex A to the Schedule 14A
filed with the SEC by the Company on November 13, 2009)
(f)
Not
Applicable.
(g)
None.