Contract
Exhibit 99.1
THIS AMENDMENT dated January 26,
2010 (this “Amendment”) amends
the AGREEMENT ANDPLAN OF MERGER dated October 12, 2009 (the “Agreement”) by and
between Skywide Capital Management Limited, a company incorporated with limited
liability under the laws of the British Virgin Islands (the “Buyer”) and
Sinoenergy Corporation, a corporation organized under the laws of the state of
Nevada (the “Company”).
WHEREAS, Buyer and the Company
desire to amend the Agreement in the manner provided herein;
NOW,
THEREFORE, in consideration of the premises and the mutual terms hereinbelow set
forth, the parties agree, as follows:
1. Extension of the
Agreement. Buyer and the Company hereby agree that the Outside
Date as such term is defined in the Agreement, is hereby extended to and
including March 15, 2010.
2. Modification of Section
9.1(b) of the Agreement. Subsection (b) of Section 9.1 of the
Agreement is hereby deemed to have been modified for all purposes to read, as
follows:
“(b) by
either the Buyer or the Company if the Merger shall not have been consummated by
January 31, 2010 (the “Outside Date”), provided that the
Buyer and the Company may jointly extend the Outside Date until March 15, 2010
by amendment of this Agreement on or before the Outside Date, in which case the
outside date shall be deemed for all purposes to be March 15, 2010;
or”
3. Continuation of Agreement As
Amended. The Agreement, as amended by this Amendment, shall
continue in full force and effect until such time as the Agreement shall be
terminated, superseded or consummated, whichever shall first occur.
IN WITNESS WHEREOF, the Buyer and
the Company have caused this Amendment to the Agreement to be signed by their
respective officers thereunto duly authorized as of the date first written
above.
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Skywide
Capital Management Limited
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By:
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/s/ Tianzhou
Xxxx
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Tianzhou
Xxxx, Director
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By:
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/s/ Bo
Xxxxx
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Xx
Xxxxx, Director
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Sinoenergy
Corporation
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By:
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/s/
Xxxxx Xxxxx
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Xxxxx
Xxxxx, Vice President
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