Exhibit
31.2






CERTIFICATION
PURSUANT TO


SECTION 302(a) OF THE SARBANES-OXLEY
ACT OF 2002






I, Shiao
Ming Sheng, certify that that:






1.           
I have reviewed this annual report on Form 10-K of Sinoenergy Corporation (the
“Issuer”);




2.           Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;





4.         The
Issuer’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Issuer and
have:





a)         Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the Issuer, including its consolidated subsidiaries, is
made known to me by others within those entities, particularly during the period
in which this report is being prepared;





b)         Designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;





c)         Evaluated
the effectiveness of the Issuer’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





d)         Disclosed
in this report any change in the Issuer’s internal control over financial
reporting that occurred during the Issuer’s most recent quarter (the Issuer’s
fourth quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the Issuer’s internal control over
financial reporting; and





5.         The
Issuer’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the Issuer’s
auditors and the audit committee of the Issuer’s board of directors (or persons
performing the equivalent functions):





a)         All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Issuer’s ability to record, process, summarize and report
financial information; and





b)         Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Issuer’s control over financial
reporting.




Date:
December 29, 2009




/s/ Shiao Ming Sheng
*


Shiao
Ming Sheng


Chief
Financial Officer





*
    The originally executed copy of this Certification will
be maintained at the Registrant’s offices and will be made available for
inspection upon request.