SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (however, see the Notes).

Introductory Note

This Amendment No. 1 (this “Amendment No. 1”) is filed with respect to Sino Gas International Holdings, Inc. (the “Company” or the “Issuer”) by Eloten Group Ltd., a company organized and existing under the laws of the British Virgin Islands (“Eloten”), and Mr. Liu Yuchuan, a natural person, to amend the Schedule 13D filed with the Securities and Exchange Commission on October 31, 2006 by Eloten (as amended and supplemented, the “Schedule 13D”), to (i) add Mr. Liu, who, together with his wife, holds 100% of the ownership interests in Eloten, as a joint reporting person under the Schedule 13D (Mr. Liu and Eloten, each individually a “Reporting Person”, and collectively, “Reporting Persons”), and (ii) report a non-binding proposal made by Mr. Liu to the Company.

Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background.

(a) This Amendment No. 1 is being filed by Eloten Group Ltd., a company organized and existing under the laws of the British Virgin Islands, and Mr. Liu Yuchuan, a natural person. Mr. Liu and his wife hold 70% and 30%, respectively, of the issued and outstanding equity interests of Eloten. Mr. Liu is the sole director of Eloten. Mr. Liu’s wife does not have power to vote or direct the vote or to dispose or direct the disposition of the shares of common stock of the Issuer owned by Eloten.

The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

(b) Mr. Liu’s principal business address is No. 18, Zhong Guan Cun Dong Street,

Haidian District, Beijing 100083 China.

(c) Mr. Liu has been Chairman, Chief Executive Officer and President of the Company since September 7, 2006, and he has been the sole director of Eloten since December 11, 2003. The address at which Mr. Liu’s occupation is conducted is No. 18, Zhong Guan Cun Dong Street,

Haidian District, Beijing 100083 China.

(d) Mr. Liu has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

(e) During the last five years, Mr. Liu has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Liu is a citizen of the People’s Republic of China.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons anticipate that if the Proposed Transaction (as defined and outlined in Item 4 below) is consummated, approximately US$12.1 million will be expended in acquiring the 25,269,524 outstanding shares of common stock owned by shareholders of the Company other than the Reporting Persons (the “Publicly Held Shares”). This amount excludes estimated transaction costs associated with the purchase of the Publicly Held Shares.

The Reporting Persons intend to finance the Proposed Transaction (as defined and outlined in Item 4 below) with a combination of debt and equity capital. The Reporting Persons are in preliminary discussions with potential sources that have expressed interest in providing financing to them.

Item 4. Purpose of the Transaction.

Mr. Liu, through Eloten, holds 6,524,174 shares of common stock of the Company and has power to vote or direct the vote or to dispose or direct the disposition of such shares. Mr. Liu also has sole voting and dispositive power over 112,869 shares of common stock of the Company issuable to him upon conversion of the 8% senior secured convertible notes of the Company held by Mr. Liu and exercise of the related warrants.

Mr. Liu reviews his holdings in the Company on a continuing basis and, depending upon the price and availability of the shares of the Company, the business prospects of the Company, general stock market and economic conditions, tax considerations and other factors deemed relevant, may at any time (as permitted by applicable law) acquire or sell, through the open market or otherwise, shares of common stock of the Company, engage or participate in discussions with the Company’s management and/or other stockholders of the Company, or engage in a transaction or series of transactions with the purpose or effect of acquiring or influencing control of the Company. 

On April 28, 2012, Mr. Liu submitted a non-binding proposal letter to the Board of Directors (the “Board”) of the Company (the “Proposal Letter”) for the acquisition of all of the Publicly Held Shares (the “Proposed Transaction”). In the Proposal Letter, Mr. Liu, among other things: (i) proposed to acquire the Publicly Held Shares for $0.48 per share; (ii) reported to the Board on the status of his discussions with potential sources of debt financing; (iii) expressed his intention to finance the Proposed Transaction with a combination of debt and equity, with himself providing the necessary equity from his own holdings of Common Stock; (iv) indicated that he currently has no arrangements with potential sources of debt or equity financing, and that he does not propose to enter into any exclusivity agreement prior to reaching transaction terms approved by the Board; and (v) upon the Board’s approval, he is prepared to proceed with arranging financing and to finalize the terms of the Proposed Transaction in definitive transaction documents.

The Proposal Letter provides that no binding obligation on the part of the Company or Mr. Liu shall arise with respect to the Proposed Transaction unless and until definitive agreements have been executed. If Mr. Liu determines to pursue an acquisition of control of the Company, and in this regard engages in discussions with the Company’s management and/or other stockholders of the Company regarding this intention, Mr. Liu will not decide as to the specific structure of the Proposed Transaction until after such discussions have taken place.  Mr. Liu has engaged legal advisor to assist him in evaluating strategic alternatives that are or may become available with respect to his holdings in the Company.

If the Proposed Transaction is completed, the Company’s common stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act.

References to the Proposal Letter in this Amendment No. 1 are qualified in their entirety by reference to the Proposal Letter itself, which is attached hereto as Exhibit 7.02 and incorporated by reference herein as if set forth in its entirety.

Except as set forth in this Schedule 13D, neither of the Reporting Persons has any other present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such other plans or proposals.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Mr. Liu has (i) shared voting and dispositive power over 6,524,174 shares of the Company’s common stock and (ii) sole voting and dispositive power over 112,869 shares of the Company’s common stock issuable to him upon conversion of the 8% senior secured convertible notes of the Company held by Mr. Liu and exercise of the related warrants, which represent, in the aggregate, approximately 20.8% of the Company’s total shares of common stock. The foregoing percentage is calculated based on 31,793,698 shares of the Company’s common stock issued and outstanding as of December 31, 2011 and 112,869 shares of the Company’s common stock issuable to Mr. Liu upon conversion of the 8% senior secured convertible notes and exercise of the related warrants as described above.

(c) Mr. Liu has not effected any transactions in the Issuer’s shares of common stock within the past sixty days.

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in Items 3, 4 and 5 with respect to any contract, arrangement, understanding or relationship described therein is hereby incorporated herein by reference.

Except as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

* Filed herewith.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2012

EXHIBITS

* Filed herewith

Exhibit 7.01

Joint Filing Agreement

This Agreement is made this 8^th day of May, 2012, by and between each of the undersigned.

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of Sino Gas International Holdings, Inc., a Utah corporation, and that this Agreement may be included as an exhibit to such joint filing.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

April 28, 2012

Board of Directors

Sino Gas International Holdings, Inc.

No. 18 Zhong Guan Cun Dong St.

Haidian District

Beijing, P. R. China

Dear Sirs:

I am pleased to submit this preliminary non-binding proposal (the “Proposal”) to acquire all of the outstanding shares of common stock (“Common Stock”) of Sino Gas International Holdings, Inc. (the “Company”) that are not currently owned by me in a going-private transaction (the “Proposed Transaction”), subject to the terms and conditions set forth below:

I intend to form a new entity that will be wholly owned by me to serve as the acquisition vehicle for the purpose of pursuing the Proposed Transaction.

The consideration payable for each publicly held share of outstanding common stock of the Company (other than those held by me) will be $0.48 per share in cash.

I believe that the Proposed Transaction will provide superior value to the Company’s shareholders. Given my involvement in the Proposed Transaction, I expect that the Company’s Board of Directors (the “Board of Directors”) would establish a special committee of independent directors to consider the Proposed Transaction (the “Special Committee”). I also expect the Special Committee to retain independent advisors, including an independent financial advisor and independent legal counsel, to assist it in its work.

In considering my offer, you should be aware that I am interested only in acquiring the outstanding shares of the Company not already owned by me, and that I do not currently intend to sell my stake in the Company to a third party.

I intend to finance the Proposed Transaction with a combination of debt and equity capital. I have been in discussions with several financing parties which have expressed serious interest in providing financing to me.  I am confident that commitments for the required debt financing, subject to terms and conditions set forth therein, will be in place by the time the definitive documentation for the Proposed Transaction is executed.

Equity financing is currently expected to be provided by my own holdings of common stock and related sources. However, as the transaction develops, it might become sensible for some of the equity financing to come from an independent source.

I would like to emphasis that, to date, there has been no arrangements or understandings with potential sources of debt or equity financing for the Proposed Transaction, and I do not propose to make any agreement of exclusivity prior to reaching transaction terms approved by the Board of Directors.

Parties providing financing will require an opportunity to conduct customary due diligence on the Company, which I expect then to complete within six weeks after they receive access to the relevant materials.

I am prepared to negotiate and finalize definitive documentation for the Proposed Transaction concurrently with the due diligence review.  I expect that such documentation would contain terms customary for transactions of similar size and nature, including customary representations and warranties, covenants, termination provisions and closing conditions. I also expect that such documentation would include customary deal protection procedures and provisions.

I intend to comply with all applicable securities law requirement relating to the Proposed Transaction, including filing any required amendments to my Schedule 13D relating to my holding in the Company to disclose the existence of this letter and subsequent material developments. However, I am sure you will agree with me that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed definitive documents or terminated our discussions. Any written news releases by the Company or me pertaining to the Proposed Transaction shall be reviewed and approved by the Company and me prior to their release, subject to any requirements of law.

This letter represents only a preliminary non-binding proposal by me to engage in the Proposed Transaction on the terms and subject to the conditions set forth above.  The Proposal is expressly subject to the satisfactory negotiation and execution of appropriate definitive documentation and the other matters referred to herein.  This letter does not constitute a binding commitment and any such binding commitment only will be set forth in the definitive documentation (and no oral agreements will be deemed to exist).  The Company or I may at any time prior to the execution of definitive documentation decide not to pursue the Proposed Transaction.  I consider this letter and the matters set forth herein confidential and expect the Company to treat them as such and not to disclose them to any third party without our prior written consent unless otherwise required by law.

*           *           *

I would like to express my commitment to working together with you to bring this Proposed Transaction to a successful and timely conclusion.  If you would like to discuss any of the matters outlined above further, please contact me at 86-10-8260 0526 by phone or liusgas@yahoo.cn by email.   I look forward to hearing from you.