sc13d0513a1ching_sinogas.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Sino Gas International Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

82935T104

(CUSIP Number)

Asher S. Levitsky P.C.

Ellenoff Grossman & Schole LLP

150 East 42nd Street, 11th Floor

New York, New York 10017

212-370-1300

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

May , 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: o.

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.

CUSIP No. 82935T104

1.	Name of Reporting Persons: Ching Kuen LEE
	I.R.S. Identification No. of Above Persons (entities only) NA

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions)
	PF

5.	Check if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization
	Hong Kong

Number of shares beneficially owned by each reporting person with:

7.	Sole Voting Power	1,732,210

8.	Shared Voting Power	5,384,923

9.	Sole Dispositive Power	1,732,210

10.	Shared Dispositive Power	5,384,923

11.	Aggregate Amount Beneficially Owned by Each Reporting Person	7,117,133

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	o

13.	Percent of Class Represented by Amount in Row (11)	22.4%

14.	Type of Reporting Person	IN

CUSIP No. 82935T104

1.	Name of Reporting Persons: Leading King Investment Limited
	I.R.S. Identification No. of Above Persons (entities only). NA

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3.	SEC Use Only

4.	Source of Funds (See Instructions)
	OO

5.	Check if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) o

6.	Citizenship or Place of Organization
	British Virgin Islands

Number of shares beneficially owned by each reporting person with:

7.	Sole Voting Power	0

8.	Shared Voting Power	5,384,923

9.	Sole Dispositive Power	0

10.	Shared Dispositive Power	5,384,923

11.	Aggregate Amount Beneficially Owned by Each Reporting Person	5,384,923

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	o

13.	Percent of Class Represented by Amount in Row (11)	16.9%

14.	Type of Reporting Person	CO

Item 1. Security and Issuer

This Amendment to the Statement on Schedule 13D relates to the common stock, par value $.001 per share, of Sino Gas International Holdings, Inc., a Utah corporation (the “Issuer”). The address of the Issuer’s principal office is No. 18 Zhong Guan Cun Dong St., Haidian District, Beijing, P. R. China, 10083.

Item 2. Identity and Background

(a) This Schedule 13D is being filed on behalf of Ching Kuen LEE and Leading King Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Leading King”). Mr. Lee is the sole stockholder and director of Leading King. Mr. Lee and Leading King are collectively referred to as the “Reporting Persons” and each as a “Reporting Person.”

(b) Mr. Lee’s address is Unit 3605-07, 36/F., Metroplaza 2, 223 Hing Fong Road, New Territories, Hong Kong. The registered office of Leading King is Portcullis TrustNet Chambers, PO Box 3444, Road Town, Tortola, British Virgin Islands.

(d) Neither Reporting Person has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Reporting Person has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. Lee is a citizen of Hong Kong.

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable

Item 4. Purpose of Transaction

As a result of developments relating to the Issuer, Leading King and Mr. Lee intend to take action to require the Issuer to hold a meeting of shareholders at which directors are to be elected. Leading King and Mr. Lee intend to propose nominees for director at the meeting, and intend to include Mr. Lee as a nominee for director. This slate will also include independent directors.

Leading King and Mr. Lee were advised by Utah counsel that, according to the records of the Utah Secretary of State the Issuer expired as a corporation, effective December 6, 2010, as a result of an administrative dissolution by the Utah Division of Corporations and Commercial Code, Department of Commerce, State of Utah (the “Division”) for failure to file its annual reports with the Division and pay its annual filing fees pursuant to Section 16-10a-1420(1) and (2) of the Utah Revised Business Corporation Act (“URBCA”). Pursuant to Section 16-10a-1422 of the URBCA, a Utah corporation has two years after the date of the administrative dissolution to request reinstatement. This two-year period expired on December 6, 2012. Accordingly, since December 6, 2012, the Issuer has been a dissolved corporation without the right to reinstatement. As a dissolved corporation, pursuant to Section 16-10a-1405 of the URBCA, the Issuer “may not carry on any business except that appropriate to wind up and liquidate its business and affairs.”

In view of the status of the Issuer as set forth above and the limited activities permitted by the URBCA, if Mr. Lee and his designees are elected as directors, they may take action which relates to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including a sale of the Issuer’s business and assets as part of the liquidation required by Utah law. Mr. Lee and Leading King reserve the right to offer to purchase, and to negotiate with an independent committee of the board of directors for the purchase of or participate in the purchase of, some or all of the assets of the Issuer.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, Leading King is the record and beneficial owner of 5,384,923 shares of common stock, representing 16.9% of the Issuer’s outstanding common stock. Mr. Lee, as the sole shareholder of Leading King, is the beneficial owner of the shares of common stock owned by Leading King. Mr. Lee separately owns 1,732,201 shares of the common stock, representing 5.4% of the outstanding common stock. As a result, Mr. Lee is the beneficial owner of 7,117,133 shares of common stock, representing 22.4% of the outstanding common stock. The percentages are based upon the disclosure in the Issuer’s recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 that there were 31,802,382 outstanding shares of common stock on March 31, 2013.

(b) Leading King and Mr. Lee have shared power to vote and dispose of the shares owned by Leading King. Mr. Lee, as the sole shareholder and director of Leading King, has the effective power to vote and dispose of the shares owned by Leading King and the shares owned in his own name.

(c) Other than as reported in this Schedule 13D, neither Reporting Person has effected any transactions involving the common stock in the 60 days prior to filing this Schedule 13D.

(d) No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by Leading King or Mr. Lee.

(e) Not applicable.

Item 6. Contract, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer

Not applicable.

Item 7. Material to be Filed as Exhibits

Joint Filing Agreement previously filed.

Signature

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

Dated: May 31, 2013	/s/ Ching Kuen LEE
		Ching Kuen LEE

Dated: May 31, 2013	Leading King Investment Inc.

	By:	/s/ Ching Kuen LEE
		Name: Ching Kuen LEE
		Title: Director