SGTI Shengtai Pharmaceutical Inc (GM)

¹ Includes options to purchase 100,000 shares of common stock of the Company which are exercisable within 60 days

² Includes 194,150 shares of common stock owned by Quingtai Liu’s spouse

³ Represents 3,594,863 shares of common stock owned by Quingtai Liu

Introduction

This Amendment No. 1 (this " Amendment ") relates to the Schedule 13D filed on May 15, 2007 (the " Schedule 13D ") by Mr. Qingtai Liu with respect to the common stock, par value $0.001 per share, of Shengtai Pharmaceutical, Inc.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

The name of the issuer is Shengtai Pharmaceutical, Inc., a Delaware corporation (the “ Company ”), which has its principal executive offices at Changda Road East, Development District, Changle County, Shandong, China 262400. This statement relates to the Company’s common stock, $0.001 par value per share (the “ Common Stock ”).

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Ms. Tian and Weijie Liu each acquired the shares of Common Stock owned by each of them as a gift from Qingtai Liu.

The Reporting Persons anticipate that approximately US$9,407,886 will be expended in acquiring 5,701,749 outstanding shares of Common Stock owned by stockholders of the Company other than the Reporting Persons (the “ Publicly Held Shares ”). This amount does not include the estimated funds required to pay for any outstanding options or warrants to purchase Common Stock or any transaction costs associated with such acquisition.

The Reporting Persons intend to finance the Proposed Transaction (as described in Item 4 below) with a combination of debt and equity capital.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On April 17, 2012, Mr. Liu submitted a preliminary, non-binding proposal (the “ Proposal ”) to the Company’s Board of Directors for the acquisition of all of the Publicly Held Shares for US$1.65 per share (the “ Proposed Transaction ”).

The Reporting Persons intend to finance the Proposed Transaction with a combination of debt and equity capital.

Any definitive agreement entered into in connection with the Proposed Transaction is likely to be subject to customary closing conditions, including approval by the Company’s stockholders of the terms of the Proposed Transaction, accuracy of the representations and warranties given by the parties to the merger agreement, compliance by each party to the merger agreement with its covenants thereunder, and the absence of a material adverse effect.

If the Proposed Transaction is completed, the shares of Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would no longer be quoted on the Over-The-Counter Bulletin Board.

The foregoing summary of certain provisions of the Proposal is not intended to be complete and is qualified in its entirety by reference to the full text of the Proposal which is attached hereto as Exhibit 99.1 and incorporated herein. Except as indicated above, the Reporting Persons do not have any plans or proposals which would result in:

(a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Company;

(f) Any other material change in the Company’s business or corporate structure;

(g) Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those actions enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) - (b) As of the date of this statement, Qingtai Liu owns 3,594,863 shares of Common Stock, with respect to which Qingtai Liu has sole voting and dispositive power, which includes options to purchase 100,000 shares of Common Stock that are exercisable within 60 days. He may also be deemed to beneficially own an additional 194,150 shares of Common Stock held by his spouse with respect to which Qingtai Liu may be deemed to have shared voting and dispositive power. The total of 3,789,013 represents approximately 39.5% of the issued and outstanding shares of Common Stock, based on 9,584,912 shares of Common Stock issued and outstanding, as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012.

As of the date of this statement, Ms. Tian owns 194,150 shares of Common Stock with respect to which she has sole voting and dispositive power. She may also be deemed to beneficially own an additional 3,594,863 shares of Common Stock held by her spouse, Qingtai Liu, with respect to which she may be deemed to have shared voting and dispositive power. The total of 3,789,013 represents approximately 39.5% of the issued and outstanding shares of Common Stock, based on 9,584,912 shares of Common Stock issued and outstanding, as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012.

As of the date of this statement, Weijie Liu owns 194,150 shares of Common Stock with respect to which he has sole voting and dispositive power, representing approximately 0.02% of the issued and outstanding shares of Common Stock, based on 9,584,912 shares of Common Stock issued and outstanding, as reported in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012.

(c)        During the 60 days preceding the filing of this Amendment, no Reporting Person has effected any transactions in the Common Stock.

(d)        None.

(e)        Not applicable.

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

For a brief description of the principal terms of the Proposed Transaction and the Proposal, please refer to Items 3, 4 and 5 above which are incorporated herein by reference.

To the knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to be Filed as Exhibits

SIGNATURE

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

Dated: March 25, 2013