UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

SCHEDULE 14A

(RULE 14A-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:
¨	Preliminary Proxy Statement
£	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
£	Definitive Additional Materials
£	Soliciting Material Pursuant to §240.14a-12

SINO GAS INTERNATIONAL HOLDINGS, INC.

(Name of small business issuer in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

£	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	Common stock, par value $0.001 per share, of Sino Gas International Holdings, Inc.
	(2)	Aggregate number of securities to which transaction applies:
	51,084,659 shares of common stock.
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	$1.30 The proposed maximum aggregate value of the transaction for purposes of calculating the filing fee is $66,410,057. The maximum aggregate value of the transaction was calculated based upon 51,084,659 shares of common stock issued and outstanding as of April 3, 2014 subject to the transaction (consisting of 57,608,833 shares of common stock outstanding as of April 3, 2014 minus 6,524,174 shares to be rolled over by Mr. Liu in connection with the Merger, which will be cancelled for no consideration at the effective time of the merger) multiplied by $1.30 per share merger consideration. The filing fee equals the product of 0.0001288 multiplied by the maximum aggregate value of the transaction.
	(4)	Proposed maximum aggregate value of transaction: USD $66,410,057
	(57,608,833 – 6,524,174) X1.3
	(5)	Total fee paid: $8,553.62
	0.0001288 x (57,608,833 – 6,524,174) X1.3
x	Fee paid previously with preliminary materials.
£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
	(1)	Amount previously paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing party:
	(4)	Date Filed:

EXPLANATORY NOTE

This Amendment No. 2 to the Proxy Statement of Sino Gas International Holdings, Inc. (the "Company," "we," "us," or "our") amends only those items of the Definitive Proxy Statement originally filed on July 3, 2014 (as amended by the Amendment No. 1 filed on July 7, 2014, the "Proxy Statement") which are contained herein. All other items of the Proxy Statement are incorporated herein by reference thereto without changes.

On page E-2, the paragraph immediately following “The Company’s board of directors recommends voting “FOR” each of the following proposals:” shall be deleted in its entirely and replaced with the following text:

1. To approve the Agreement and Plan of Merger, dated April 3, 2014, as amended by the Amendment to the Agreement and Plan of Merger, dated April 16, 2014, and Amendment No. 2 to the Agreement and Plan of Merger, dated June 2, 2014, by and among Prosperity Gas Holdings Limited, Merger Sub Gas Holdings Inc. and the Company, providing for the merger of Merger Sub Gas Holdings Inc. with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Prosperity Gas Holdings Limited.