UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549


FORM 10-K

(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedFiscal Year Ended December 31, 20062009

OR

o¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 333-105903001-33717

GENERAL STEEL HOLDINGS, INC.General Steel Holdings, Inc.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Charter)

NEVADANevada 41207925241-2079252
(State or other jurisdiction of Incorporation) 
(I.R.S. Employer
Identification Number)
incorporation or organization)Identification No.)

Kuntai International Mansion Building, Suite 2315  
Kuntai International Mansion Building,
Suite 2315 
Yi No. 12 Chaoyangmenwai Avenue,
Chaoyang District,
Beijing, China
 100020
(Address of principal executive offices)Principal Executive Offices) (Zip Code)

Incorp Services Inc.
6075 S. Eastern Avenue
Suite 1, Las Vegas, Nevada, 89119-3146
Tel: (702) 866-2500
(Name, address andRegistrant’s telephone number for Agent for Service)

+86number: +86 (10) 5879-7346
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: none

Common Stock, $0.001 par value per shareNew York Stock Exchange
(Title of each class)(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:

Title of each className of each exchange on which registered
Common Stock, $ .001 par value per shareNot applicable


None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  o¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company.  See definitionthe definitions of "accelerated filer“accelerated filer”, “large accelerated filer” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o    Accelerated filer o    Non-accelerated filer x

     Large Accelerated Filer   ¨
Accelerated Filer   x
Non-accelerated Filer ¨
(Do not check if a smaller reporting company)
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes   o¨   No   x

As of March 30, 2007, theThe aggregate market value of the registrant'svoting common stockequity held by non-affiliates as of June 30, 2009, the last business day of the registrantregistrant’s most recently completed second fiscal quarter, was $119,720,814 based on the $3.69 as reported on the OTC Bulletin Board.approximately $85 million.  General Steel has no non-voting common equity.

Indicate theThe number of shares outstanding of each of the issuer’s classes of commoncapital stock as of March 15, 2010 was 51,618,595.

Documents Incorporated by Reference:
The information called for by Part III is incorporated by reference to the latest practicable date.Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders of the Registrant which will be filed with the Securities and Exchange Commission not later than April 30, 2010.

ClassOutstanding at March 30, 2007
Common Stock, $ .001 par value per share32,444,665 shares


DOCUMENTS INCORPORATED BY REFERENCE

DocumentParts Into Which Incorporated
NoneNot applicable
-2-

TABLE OF CONTENTS
 
PART I
ITEM 1.BUSINESS.3
ITEM 1A.RISK FACTORS.11
ITEM 1B.UNRESOLVED STAFF COMMENTS.24
ITEM 2.PROPERTIES.
24
ITEM 3.LEGAL PROCEEDINGS.26
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.26
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.26
ITEM 6.SELECTED FINANCIAL DATA.28
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.29
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.54
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.54
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.93
ITEM 9A.CONTROLS AND PROCEDURES.93
ITEM 9B.OTHER INFORMATION.96
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
96
ITEM 11.EXECUTIVE COMPENSATION.
96
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
96
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
96
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.
96
PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.97
SIGNATURES97

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PART I

ITEM 1. BUSINESS.

Overview

Our company was initially incorporated as “American Construction Company” (“ACC”) on August 5, 2002, in the State of NevadaNevada. We are headquartered in Beijing, China and operate a diverse portfolio of Chinese steel companies. Our companies serve various industries and produce a variety of steel products including: reinforced bars (“rebar”), hot-rolled carbon and silicon sheets, spiral-weld pipes and high-speed wire. Our aggregate annual production capacity of steel products is 6.3 million metric tons, of which the majority is rebar. Individual industry segments have unique demand drivers, such as rural income, infrastructure construction and energy consumption. Domestic economic conditions are an overall driver for the purpose of commencing a business of general construction contracting.all our products.

On October 14, 2004, ACC, Northwest Steel Company,Our vision is to become one of the largest and most profitable non-government owned steel companies in China.

Our mission is to acquire Chinese steel companies and increase their profitability and efficiencies with the application of  western management practices and advanced production technologies, and  the infusion of capital resources.

Our strategy is to grow through aggressive mergers, joint ventures and acquisitions targeting state-owned enterprise steel companies and selected entities with outstanding potential. We have executed this strategy in acquiring controlling interest positions in three joint ventures. Our business currently operates through four steel-related subsidiaries and we are actively pursuing a wholly-owned Nevada subsidiary of ACC (“Merger Sub”)plan to acquire additional assets.
Unless the context indicates otherwise, as used herein the terms “General Steel”, the “company”, “we”, “our” and “us” refer to General Steel Investment Co., Ltd., a British Virgin Islands company (“General Holdings, Inc. 

Steel Investment”) entered into an Agreement and Plan of Merger pursuant to which ACC acquired General Steel Investment, and its 70% ownershipRelated Subsidiaries

We presently have controlling interests in its subsidiary four steel-related subsidiaries:

·Tianjin Daqiuzhuang Metal Sheet Co., Ltd.;
·Baotou Steel - General Steel Special Steel Pipe Joint Venture Company Limited;
·Shaanxi Longmen Iron and Steel Co., Ltd.; and
·Maoming Hengda Steel Group, Ltd.

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Tianjin Daqiuzhuang Metal Sheet Co., Ltd., a PRC company of limited liability (“Daqiuzhuang Metal”) in exchange for shares of ACC’s common stock.

Effective March 7, 2005, ACC changed its name to “General Steel Holdings, Inc.”

Tianjin Daqiuzhuang  Metal Sheet Co., Ltd. ("Daqiuzhuang Metal") started its operationoperations in 1988 and was corporatized under its current form on August 18, 2000 in Jinghai County, Tianjin City, Hebei Province, China. Daqiuzhuang Metal is a Sino-foreign joint venture with an operating term that will expire on June 24, 2024, at which point we expect to file a request for an extension of the term permitted under the then applicable laws. General Steel owns approximately 70% of the share capital of Daqiuzhuang Metal. On May 16, 2004, General Steel Investment purchased approximately 70% equity interest in Daqiuzhuang Metal for the amount of 55.45 million RMB or approximately $6,709,450. Daqiuzhuang Metal received a new business license certifying the new ownership structure as a Chinese Foreign Joint Venture on June 25, 2004.

1988. Daqiuzhuang Metal’s core business is the manufacturing of high quality hot-rolled carbon and silicon steel sheets which are mainly used in the production of tractors,small agricultural vehicles shipping containers and in other specialty markets.
Daqiuzhuang Metal has ten steel sheet production lines capable of processing approximately 400,000 metric tons of 0.75mm to 2.0mm hot-rolled steel sheets per year. Products are sold through a nation-wide network of 35 distributors and three regional sales offices.

Daqiuzhuang Metal uses a traditional rolling mill production sequence, such asincluding heating, rolling, cutting, annealing, and flattening to process slabsand cut coil segments into steel sheets. The sheet sizes aresheets which have a length of approximately 2,000 mm (length) x 1,000 mm (width) x 0.752,000mm; a width of approximately 1,000mm, and a thickness ranging from 0.75mm to 2.0 mm (thickness).2.0mm. Limited size adjustments can be made to meet order requirements. Products sell under the registered “Qiu Steel” brand name.

On May 14, 2009, Daqiuzhuang Metal changed its official name from “Tianjin Daqiuzhuang Metal Sheet Co., Ltd.” to “General Steel (China) Co., Ltd.” to better reflect its role as a merger and acquisition platform for steel company investments in China.  In some instances, we retain the use of the name Daqiuzhuang Metal for brand recognition purposes within the industry.

By the end of March 2010, we expect to finalize the lease of our Daqiuzhuang facility and operation to the facility’s current general manager.  Changing the business model of this facility from a direct operations model to a leased operations model will allow us to reduce overhead costs and provide a steady revenue stream in the form of fixed monthly lease revenue.  We will disclose specific terms of the lease agreement when we sign the definitive agreement.

Baotou Steel - General Steel Special Steel Pipe Joint Venture Co., Ltd.

On April 27, 2007, Daqiuzhuang Metal and Baotou Iron and Steel Group Co., Ltd. (“Baotou Steel”) entered into an Amended and Restated Joint Venture Agreement amending the Joint Venture Agreement entered into on September 28, 2005 to increase Daqiuzhuang Metal's ownership interest in the related joint venture to 80%. The joint venture company’s name is Baotou Steel - General Steel Special Steel Pipe Joint Venture Company Limited, a Chinese limited liability company (“Baotou Steel Pipe Joint Venture”). Baotou Steel Pipe Joint Venture obtained its business license from government authorities in China on May 25, 2007, and started its normal operations in July 2007. Baotou Steel Pipe Joint Venture has four production lines capable of producing 100,000 metric tons of double spiral-weld pipes used mainly in the registered nameenergy sector primarily to transport oil and steam. These pipes have a diameter ranging from 219mm to 1240mm, a wall thickness ranging from 6mm to 13mm, and a length ranging from 6m to 12m. Presently, Baotou Steel Pipe Joint Venture sells its products using an internal sales force to customers in the Inner Mongolia Autonomous Region and the northwest region of China.

Shaanxi Longmen Iron and Steel Co., Ltd.

Effective June 1, 2007, through two subsidiaries, Daqiuzhuang Metal and Tianjin Qiu Steel Investment Co., Ltd., we entered into a Joint Venture Agreement with Shaanxi Longmen Iron & Steel Group Co., Ltd. (“Long Steel Group”) to form Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”). Through our two subsidiaries, we invested approximately $39 million cash and collectively hold approximately 60% of the Longmen Joint Venture.

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Longmen Group, located in Hancheng city, Shaanxi province, in China’s central region, was founded in 1958 and incorporated in 2002. Longmen Group operates as a fully-integrated steel production facility.  Less than 10% of steel companies in China have fully-integrated steel production capabilities.  

Currently, the Longmen Joint Venture has four branch offices, six subsidiaries under direct control and six entities in which it has a non-controlling interest.  It employs approximately 6,317 full-time workers.  In addition to steel production, the Longmen Joint Venture operates transportation services through its Changlong Branch, located at Hancheng city, Shaanxi province. Changlong Branch owns 154 vehicles and provides transportation services exclusively to the Longmen Joint Venture.

Coke Operation: Longmen Joint Venture owns 22.76% of Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”). Located in Hancheng city, Shaanxi province, Tongxing produces second grade coke used as part the fuel for our products.blast furnaces.  Its annualized coke production capacity is 200,000 metric tons.  Tongxing sells all of its output to Longmen Joint Venture.
 
Daqiuzhuang Metal currently has tenLongmen Joint Venture does not own iron pelletizing facilities.

Longmen Joint Venture’s products are categorized within the steel sheetindustry as “longs” (referencing their shape). Rebar is generally considered a regional product because its weight and dimension make it ill-suited for cost-effective long-haul ground transportation. By our estimates, the provincial market demand for rebar is six to eight million metric tons per year. Slightly more than half of this demand comes from Xi’an, the capital of Shaanxi province, located 180km from the Longmen Joint Venture’s main steel production lines processing approximately 400,000 tons of 0.75-2.0 mm hot-rolled carbon steel sheets per year, maintainingsite. Currently, we estimate we have an approximately 50% marketapproximate 72% share of all hot-rolled steel sheetsthe Xi’an market for rebar.

An established regional network of approximately 100 distributors and four sales offices sell the Longmen Joint Venture’s products. All products sell under the registered brand name of “Yulong,” which enjoys strong regional recognition and awareness. Rebar and billet products carry ISO 9001 and 9002 certification and many other products have won national quality awards. Products produced at the facility have been used in the productionconstruction of agricultural vehicles in China, out of which 150,000 tons of production capacity were added since mid-March 2006.the Yangtze River Three Gorges Dam, Xi’an International Airport, the Xi’an city subway system and the Xi Luo Du and the Xiang Jia Ba hydropower projects.

On September 24, 2007, Longmen Joint Venture acquired a controlling interest in two subsidiaries of Longmen Group: Longmen Iron and Steel Group Co., Ltd. Environmental Protection Industry Development Co., Ltd. (“Longmen EPID”) and Longmen Iron and Steel Group Co., Ltd. Hualong Fire Retardant Materials Co., Ltd. (“Hualong”).

5

The Longmen Joint Venture entered into an equity transfer agreement with Longmen Group to acquire its 74.92% ownership interest in Longmen EPID. The Longmen Joint Venture paid $2.4 million (RMB18 million) in exchange for the ownership interest. The facility utilizes solid waste generated from the steel making process to produce landscape blocks, tiles, curb tops and ornamental tiles.

At the same time, the Longmen Joint Venture also entered into a second equity transfer agreement with the Longmen Group to acquire its 36% ownership interest in its subsidiary, Hualong. The Longmen Joint Venture paid $430,000 (RMB3.3 million) in exchange for the ownership interest and is the largest shareholder in Hualong. The facility produces fire-retardant materials used in various steel making processes.

On January 11, 2008, the Longmen Joint Venture completed its acquisition of a controlling interest in Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”). The Longmen Joint Venture contributed its land use right of 21.45 hectares (approximately 53 acres) with an appraised value of approximately $4.1 million (RMB30 million). Pursuant to the agreement, the land was exchanged for shares of Tongxing valued at approximately $3.1 million (RMB22.7 million), giving the Longmen Joint Venture a 22.76% ownership stake in Tongxing and making it Tongxing’s largest shareholder. Tongxing has two operating areas: coking coal production and rebar processing. Its coking coal operations have an annual production capacity of 200,000 metric tons. Its rebar processing facility has an annualized rolling capacity of 300,000 metric tons.

•  Maoming Hengda Steel Group Limited

On June 25, 2008, through our subsidiary Qiu Steel Investment, we paid approximately $7.1 million (RMB50 million) in cash, to purchase 99% of Maoming Hengda Steel Group, Ltd. (“Maoming”).  The total registered capital of Maoming is approximately $77.8 million (RMB544.6 million).  

Maoming’s core business is the production of high-speed wire and rebar products used in the construction industry.  Located on 140 hectares (approximately 346 acres) in Maoming city, Guangdong province, the Maoming facility has two production lines capable of producing 1.8 million metric tons of 5.5mm to 16mm diameter high-speed wire and 12mm to 38mm diameter rebar annually. The products are sold through nine distributors targeting customers in Guangxi province and the western region of Guangdong province.  Previously, the Maoming facility had been operating at approximately 10% of its capacity which we believe was the result of the previous owners focus on matters unrelated to the Maoming facility.
To take advantage of stronger market demand in Shaanxi, in the second quarter of 2009, we relocated the 800,000 metric ton capacity rebar production line from the Maoming facility to the Longmen Joint Venture. In 2010, we intend to relocate the 1,000,000 metric ton capacity high-speed wire production line from the Maoming facility to the Longmen Joint Venture. We intend to install a new 400,000 metric ton capacity rebar line to operate in the Maoming facility.

6


Operating Information Summary by Subsidiaries

   
Daqiuzhuang
Metal
 
Baotou Steel Pipe
Joint Venture
 
Longmen Joint
Venture 
 Maoming
         
Annual Production
Capacity (metric tons)
 400,000 100,000 4.8 million 1 million
         
Main Products Hot-rolled sheet Spiral-weld pipe Rebar/High-speed wire High-speed wire
         
Main Application Light agricultural vehicles Energy transport Infrastructure and construction Infrastructure and construction

Marketing and Customers

Hot rolled carbon and silicon steel sheets are semi-finished products. We sell our products primarily to distributors, service centers, or manufacturers. Our products are primarily used by domestic manufacturers of economy agricultural vehicles: small, motorized, 3-wheel vehicles with a payloadtypically collecting payment from 1,650 to 4,400 lbs. (750 to 2,000 kgs), retailing between 1,200 and 1,800 USD (10,000 - 15,000 RMB).

These inexpensive agriculture vehicles are targeted to the low income farming populationsthese distributors in the rural areas of China. International non-government organizations estimate that approximately 80% of China’s population of 1.3 billion people is comprised of low-income rural farmers.
Based on the production and sales figures supplied by our customers producing economy agricultural vehicles, we estimates that we supply approximately 50% of this industry’s nationwide demand for hot-rolled steel products.
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advance. Our marketing efforts are mainly directed toward those customers who have exacting requirements for on-time delivery, customer support and product quality. Wequality and believe that our enhanced product quality and delivery capabilities, and our emphasis on customer support andthese requirements as well as product planning are critical factors in our ability to serve this segment of the market.

Demand for our products

Overall, domestic economic growth is an important demand driver of our products, especially construction and infrastructure projects, rural income growth and energy demand.

At Longmen Joint Venture, growth in regional construction and infrastructure projects drives demand for our products. According to the 12th Five Year National Economic and Social Development Plan (“NESDP”) (2011-2015), development of China’s western region is one of the top-five economic priorities of the nation. Shaanxi province, where Longmen Joint Venture is located, has been designated as a focal point for development into the western region, and Xi’an, the provincial capital, has been designated as a focal point for this development. Our revenueLongmen Joint Venture is dependent, in large part, on significant contracts180 km from Xi’an and does not have a limited number of customers. Duringmajor competitor within a 250 km radius. According to the fiscalinformation released by the Shaanxi Provincial Development and Reform Commission, total fixed assets investment for Shaanxi province was approximately RMB 113 billion for the year ended December 31, 2006 approximately 30 %2009, a 71% increase over the same period last year. There are 139 construction and infrastructure projects scheduled to begin in the province in 2010. Some of sales were to five customersthe major projects include: nine new railways, one new airport, expansion of the Xi’an airport, two new ring subway systems and approximately 6% of sales were to one customer. During the fiscal year ended December 31, 2005 approximately 37% of sales were to five customers4 new dams. We anticipate strong demand for our products driven by these and approximately 9% of sales were to one customer. During the fiscal year ended December 31, 2004 approximately 47% of sales were to five customersmany other construction and approximately 23% of sales were to one customer.infrastructure projects. We believe that revenue derivedthere will be sustained regional demand for several years as the government continues to drive western region development efforts.

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At Daqiuzhuang Metal, demand for hot-rolled sheets previously had been tied to their use in light agricultural vehicles. However, due to over capacity in the market of cold-rolled sheets and a resulting decline of cold-rolled sheet price, many producers of light agricultural vehicles have replaced our hot-rolled steel sheets with cold-rolled sheets. Demand for our product now comes mainly from currentsmaller manufactures of metal security doors and future large customers will continuewiring cabinets used in housing projects.

At Baotou Steel Pipe Joint Venture, energy sector growth, which spurs the need to representtransport oil, natural gas and steam, drives demand for spiral-weld steel pipe. Presently, demand is fueled by smaller pipeline projects and municipal energy infrastructure projects within the Inner Mongolia Autonomous Region.

At Maoming, infrastructure growth and business development in Maoming city, the surrounding Guangdong cities and the western region of Guangxi province drive demand for our construction steel products. As a significant portionsecond tier city, the industrialization and urbanization of Maoming is one of the focal points of economic development in the west Guangdong province.

Supply of raw materials

The primary raw materials we use for steel production are iron ore, coke, hot-rolled steel coil and steel billets.  Daqiuzhuang Metal and Baotou Steel Pipe Joint Venture use hot-rolled steel coil as their main raw material.  Longmen Joint Venture uses iron ore and coke as its main raw materials.  Maoming uses steel billets as its main raw material. Iron ore is the main raw material used to produce hot-rolled steel coil and steel billets. As a result, the prices of iron ore and coke are the primary raw material cost drivers for our products.

Longmen Joint Venture accounts for 4.8 million metric tons of our total revenue.aggregate 6.3 million metric tons annual production capacity. At Longmen Joint Venture, approximately 90% of production costs associated with is raw materials, with iron ore being the largest component.

According to the China Iron and Steel Association, approximately, 60% of the China domestic steel industry demand for iron ore must be filled by imports. At Longmen Joint Venture, we purchase iron ore from four primary sources: the Mulonggou mine (owned by the Longmen Joint Venture), the Daxigou mine (owned by Longmen Group, our partner in the Longmen Joint Venture), surrounding local mines and from abroad. The Daxigou mine has 300 million metric tons of proven iron ore reserves. According to the terms of our Longmen Joint Venture Agreement with the Longmen Group, we have first rights of refusal for sales from the mine and for its development. We currently sellpresently purchase all of the production from this mine.
Coke

Coke, produced from metallurgical coal (also known as coking coal), is our products throughsecond most consumed raw material, after iron ore. It requires approximately 550kg to 600kg of coke to make one metric ton of crude steel.

8


Our Longmen Joint Venture facility is located in the following thirty-five distributors:center of China’s coal belt. We source all coke used at Longmen Joint Venture from the town in which Longmen Joint Venture is located. This ensures dependable supply and minimum transportation costs.

The sources and/or major suppliers of our raw materials are as follows (1):
Longmen Joint Venture

Alashankou Jinrui Business and TradeName of the Major Supplier
Raw Material
Purchased
% of Total Raw
Material
Purchased
Relationship with
GSI
Shaanxi Longmen Iron & Steel Group Co., Ltd.
Chengdu Shenghua Supply Materials Co., Ltd.Iron Ore21.4%Related party
Chongqing Yongdan Supply Materials Co., Ltd.
Gansu Chunwang Supply Materials Co., Ltd.
Guangdong Foshan Shunde District Huiying Trade Co., Ltd.
Henan Changge Stone Supply Materials Co., Ltd.
Henan Yuanyang Jinxin Metal Sheet Co., Ltd.
Henan Zhengzhou Supply Supporting Materials Co., Ltd.
Jiangsu Nantong Guangda Metal Materials Co., Ltd.
Jiangsu Wuxi Dazhuang Supply Materials Co., Ltd.
Jiangsu Yancheng Dinghua Supply Materials Co., Ltd.
Jiangsu Zongshen Motorcycle Manufacturing Co., Ltd.
Jinfeng Cold &Hot-rolled Plates Co., Ltd.
Kunming Mintian Industry and Trade Co., Ltd.
Nanjing Mingrui Steel Trade Co., Ltd.
Nanjing Suyan Trade and DevelopmentShaanxi Haiyan Coal Chemical Industry Co., Ltd.Coke11.1%Related party
Nanjing Wenxuan Metal IndustryShaanxi Huanghe Material Co., Ltd.Coke7.9%Others
Qinghai Xining Zhenning Supply MaterialsYunnan Jinliyuan Co., Ltd.Alloy2.8%Others
Shaanxi Baotian Supply MaterialsBeijing Daishang Co., Ltd.
Shandong Liaocheng Xinda Steel Products Co., Ltd.Iron Ore2.4%Related party
Shandong Boxing County Boyuan Supply Materials Co., Ltd.
Shandong GaomiXinfeng Supply Materials Co., Ltd.
Shandong Jining Tonghui Commercial Trading Co., Ltd.Total
Shandong Qufu Erqing Industrial Supply and Sales Co., Ltd.
Shandong Zibo Zhoucun Jinzhou Supply Materials Co., Ltd.
Shijiazhuang Heshunda Industry and Trade Co., Ltd45.6
Tianjin Beihua Industrial Trading Co., Ltd.%
Tianjin Shengze Industry and Trade Co., Ltd.
Tianjin Yongxinyuan Industry and Trade Co., Ltd.
Xinjiang Wulumuqi Huibang Industry and Trade Co., Ltd.
Xuzhou Hengye Metal Sheet Co., Ltd.
Yangzhou Xinxing Metal Materials Co., Ltd.
-4-

Zhejiang Metallurgical Supply Materials Co., Ltd.
Zhejiang Wenzhou Jianlong Steel Co., Ltd.
Zhejiang Xingguang Economy and Trade Co., Ltd.

Upon inception of business, each distributor pays between 100,000 RMB and 1,000,000 RMB,Daqiuzhuang Metalthat is, approximately $12,820 and $128,200 deposit to us. Distributors must submit a monthly sales plan for each calendar year. Distributors are required to have a minimum annual order requirement of between 1,000 tons and 5,000 tons. Distributors who do not meet this quota are penalized based on a certain percentage of the difference between the minimum requirement and their actual sales. Thus far, we have not experienced such a problem with any of our distributors and hence did not have to enforce any penalty.

Since April 2006 when we began offering the credit terms to our main customers with whom we have a well-established business relationship. We have not had any delinquent accounts. For customers to whom credit terms are not extended, we require full payment upon or prior to delivery. All customers must place orders 30 days prior to requested delivery.
Name of the Major Supplier
Raw Material
Purchased
% of Total Raw
Material
Purchased
Relationship with
GSI
Tianjin Hengying Trade Co., Ltd.Hot-roll coil60.1%Related party
General Tongyong Qiu Steel Pipe Co., Ltd.Hot-roll coil17.4%Related party
Tianjin Dazhan Industrial Co., Ltd.Hot-roll coil12.4%Related party
Shenghua XinyuanHot-roll coil4.9%Others
Tianjin Shengze Industrial Co., Ltd.Hot-roll coil3.0%Others
Total97.8%

ABOUT OUR PRODUCTSBaotou Steel Pipe Joint Venture

Principal Products
Name of the Major Supplier
Raw Material
Purchased
% of Total Raw
Material
Purchased
Relationship with
GSI
Shaanxi Xinbang Trading Co., LtdSteel coil38.2%Others
Tianjin Jinchang I&E Co., Ltd.Steel coil14.1%Others
Baotou Weifengda Trading Co., LtdSteel coil10.5%Others
Tianjin Fulida Pipe Co., Ltd.Steel coil9.9%Others
Tianjin Zhaoliang Trade Co., Ltd.Steel coil8.7%Others
Total81.4%

9


Maoming

We produce hot rolled carbon and silicon steel sheets. Hot rolling is a process in which steel slabs are reduced in thickness. The slabs are first reheated and then passed through rolls in a hot mill to reduce their thickness. The sizes of sheets are roughly 2,000 mm (width) x 1,000 mm (length) x 0.75 to 2.0 mm (thickness). Limited size adjustments are possible to meet specific order requirements.
Name of the Major Supplier
Raw Material
Purchased
% of Total Raw
Material
Purchased
Relationship with
GSI
Maoming Shengze Trading Co., Ltd.Billet63.3%Related party
China Railway Material Commercial Corporation Tianjin OfficeBillet22.4%Others
Guangxi Shenglong Metallurgy Co., Ltd.Heavy oil10.0%Others
Maoming Dazhongmao Petrochem Co., Ltd.Billet2.3%Others
Maoming Zhengmao Develop Co., Ltd.Heavy oil1.1%Others
Total99.1%

Industry consolidation

The central government has a long-stated goal to consolidate 50% of domestic steel production among the top ten producers by 2010 and 70% by 2020.  In September 2009, the central government published an industry target to eliminate 80 million metric tons of inefficient capacity from the steel industry by the end of 2011.  Along with this target, the government added new steel making operational and environmental restrictions and tasked ten government agencies with enforcing these measures. In 2010, the government plans to issue revised steel industry guidelines which are expected to further strengthen measures to minimize old and inefficient steel producing.  We believe our product is thinner, lighter and more durable than our competitors. Through our production process, we are ablethe government’s action this year demonstrates increased resolve to roll our sheets to a minimum thicknessbring about industry consolidation.  We see the pace of 0.75 mm while maintaining even durability throughoutindustry consolidation quickening in the surface area. This level of thinness makes our sheets suitable substitutes for sheets produced with more expensive cold-rolled technology. This gives us an advantage in pricing our product. We are able to price our product slightly above the market price for traditional hot-rolled sheets and below the market price for cold-rolled sheets.coming years.

Intellectual Property Rights 

“Qiu Steel” is the registered trademark under which our Company sells its products. Ourwe sell hot-rolled carbon and silicon steel sheets products produced at Daqiuzhuang Metal. The “Qiu Steel” logo has been registered with the China National Trademark Bureau under No. 586433. “Qiu Steel” is registered under the GB 912-89 national quality standard, and certified under the National Quality Assurance program.

Our Company was awarded“Baogang Tongyong” is the “Excellent Quality Product” award by the Tianjin Products Technical Quality Assurance Bureau in 2001, and the “Famous Trade Mark Award” by the Tianjin Commerce Bureau in 2002.trademark under which we sell spiral-weld steel pipes products produced at Baotou Steel Pipe Joint Venture. This trademark is currently being registered with China National Trademark Bureau. 

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From 2005 to 2006,“Yu Long” is the registered trademark under which we sell rebar and high-speed wire products produced in Longmen Joint Venture. The trademark is registered under the ISO9001:2000 international quality standard.
“Heng Da” is the registered trademark under which we sell high-speed wire and rebar products produced at our overall sales volume increased by 68% from 203,422 tons in 2005 to 341,702 tons in 2006.

Raw Materials

We mainly purchase two types of raw materials from our suppliers, namely, slabs and steel strip. We purchase raw materials from several local steel manufacturers and distributors including but not limited to Tianjin Rong Steel Co., Ltd., Tianjin Ren Ai Steel Co., Ltd., Tianjin Hengying Commercial Trading Co., Ltd., etc. Maoming facility. The trademark is registered under the ISO9001:2000 international quality standard.

Employees

As of December 31, 2006,2009, we had 1,250 employees on a full time basis. As of December 31, 2005, we had 900 employees on a full time basis. The increase in number of employees from 2005 to 2006 is largely due to the addition of our four new production lines and additional employees necessary to operate them.
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ABOUT OUR RECENT STRATEGIC ALLIANCEapproximately 7,067 full-time employees.

In 2005, we signed a joint venture agreement (the “Joint Venture Agreement”) with Baotou Iron and Steel Group (“Baotou Steel”) to form Baotou Steel - General Steel Special Steel Joint Venture Company Limited, a limited liability company formed under the laws of the People’s Republic of China (the “Joint Venture Company”). The Joint Venture Company has not been launched and is not operational yet.

This contemplated transaction is not considered a business combination as defined under Article 11 of Regulation S-X. The revenue producing activity for the new entity will be different from that of the existing companies. New high-end special steel products will be produced and marketed to new customers. In order to produce these new products, the new entity will build new facilities on the land to be contributed by Baotou Steel. It will take some equipment to be contributed by Baotou Steel, which are to be substantially modified, and add a 100-ton electric furnace and a refiner to create a new production line. A new sales force will be built to identify and target new customers. The new entity will not carry the names of either of its future owners.
This contemplated transaction is not considered as a business acquisition through a non-monetary exchange under EITF 98-3 because it does not meet the relevant definition thereunder. The assets to be contributed do not include systems, standards, protocols, conventions and rules that act to define the process necessary for normal, self-sustaining operations, such as (i) strategic management processes, (ii) operational processes, and (iii) resource management processes. The assets to be contributed do not include the ability to obtain access to the customers that purchase the outputs of the assets to be contributed. Additionally, while the newly formed entity will receive certain tangible assets, it will be a start-up company. It will need to attract and retain talent to install/modify/acquire equipment, manage operations, as well as to manufacture, market and sell products to newly identified customers. The assets to be contributed by Baotou Steel are insignificant compared to the total assets of Baotou Steel. Baotou Steel will continue to operate at its historical levels even assuming the consummation of the contemplated transaction. The respective future owners who will contribute certain assets to the new entity will continue to operate as separate entities. They will not reduce or transfer any of their respective workforces as a result of this transaction. They will continue to operate their existing businesses at their historical levels.
The Joint Venture is contemplated to be implemented in three stages. The total investment in the Joint Venture Company may be up to US$30,000,000, with an anticipated registered capital of approximately US$24,000,000. The total investment in the first stage is contemplated to be $5,000,000. Pursuant to the Joint Venture Agreement, Baotou Steel will contribute land, existing equipment and materials whereas General Steel Investment and Daqiuzhuang Metal will each contribute cash capital to the Joint Venture Company. The completion of this transaction is subject to the provision of both General Steel Investment and Daqiuzhuang Metal by Baotou Steel of relevant financial statements and an independent appraisal of the assets to be contributed to the Joint Venture Company, which as of the end of 2006 have not been produced thus far. In addition, China’s State Assets Supervision and Administration Committee will need to assign an independent appraisal firm to perform an appraisal of the assets contributed by Baotou Steel. At the end of 2006, we were still waiting for the Chinese government to appoint an appraisal firm to complete the appraisal and the evaluation process of the joint venture project. As a result, as of the end of 2006, we are not in a position to determine the amount of cash capital General Steel Investment and Daqiuzhuang Metal will be required to contribute to the Joint Venture Company. As of the end of 2006, we are working to encourage relevant parties to provide the requisite documentation and initiate the needed procedures.
% Ownership
Baotou Iron and Steel (Group) Co., Ltd.49%
General Steel Investment Co., Ltd.31%
Daqiuzhuang Metal Sheet Co., Ltd20%

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ITEM 1A. Risk Factors.RISK FACTORS.
Our business, financial condition and results of operations are subject to various risks, including those discussed below, which may affect the value of our securities.  The risks discussed below are those that we believe are currently the most significant, although additional risks not presently known to us or that we currently deem less significant may also impact our business, financial condition and results of operations, perhaps materially.

Risks relatedRelated to our businessOur Business

We face substantial competition which, among other things, may lead to price pressure and adversely affect our sales.

In the sale of flat rolled carbon steel and silicon steel, weWe compete with other market players on the basis of product quality, responsiveness to customer needs and price. There are two types of steel and iron companies in China: State Owned Enterprisesstate-owned enterprises (“SOEs”), and privately owned companies.

Criteria forimportant to our customers when selecting a steel supplier include:

·   
Quality;

Price/cost competitiveness;

System and product performance;

Reliability and timeliness of delivery;

 
·   Price/cost competitiveness;
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·   System and product performance;

·   Reliability and timeliness of delivery;
New product and technology development capability;

·   New product and technology development capability;
Excellence and flexibility in operations;

·   Excellence and flexibility in operations;
Degree of global and local presence;

·   Degree of global and local presence;
Effectiveness of customer service; and

·   Effectiveness of customer service; and
Overall management capability.
·   Overall management capability.
 
We compete with both SOEs and privately owned steel manufacturers. While we believe that our price and quality are superior to other manufacturers, many of our competitors are better capitalized, more experienced, and have deeper ties in the Chinese marketplace. We consider there to be threethe following ten major competitors of similar size, production capability and product line in the market place:place competing against our four operating subsidiaries as indicated:

• Competitors of Daqiuzhuang Metal include: Tianjin No. 1 Rolling Steel Plant, Tianjin Yinze Metal Sheet Plant and Tangshan Fengrun Metal Sheet Plant. Plant;
• Competitors of Longmen Joint Venture include: Shanxi Haixin Iron and Steel Co., Ltd. and Gansu Jiuquan Iron and Steel Co., Ltd.;
•  Competitors of Baotou Steel Pipe Joint Venture include: Tianjin Bo Ai Steel Pipe Co., Hebei Cangzhou Zhong Yuan Steel Pipe Co., and Shanxi Taiyuan Guo Lian Steel Pipe Co.; and
• Competitors of Maoming include: Guangdong Shao Guan Iron and Steel Group and Zhuhai Yue Yu Feng Iron and Steel Co., Ltd.

In addition, with China’s entry into the World Trade Organization and China’s agreements to lift many of the barriers to foreign competition, we believe that competition will increase in the agricultural equipment market in China as a whole with the entry of foreign companies into this market. This may limit our opportunities for growth, lead to price pressure and reduce our profitability. We may not be able to compete favorably and this increased competition may harm our business, our business prospects and results of operations.

 
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Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

Our limited operating history may not provide a meaningful basis on which to evaluate our business. Although our revenues have grown rapidly since inception, we might not be able to maintain our profitability or we may incur net losses in the future. We expect that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in significant operating losses. We will continue to encounter risks and difficulties frequently experienced by companies at a similar stage of development, including our potential failure to:

·   Implement our business model and strategy and adapt and modify them as needed;
·   Increase awareness of our brands, protect our reputation and develop customer loyalty;

-7-• Increase awareness of our brands, protect our reputation and develop customer loyalty;


• Manage our expanding operations and service offerings, including the integration of any future acquisitions;

·   Manage our expanding operations and service offerings, including the integration of any future acquisitions;
• Maintain adequate control of our expenses;

·   Maintain adequate control of our expenses;
• Anticipate and adapt to changing conditions in the markets in which we operate as well as the impact of any changes in government regulation; and

·   Anticipate and adapt to changing conditions in the agricultural equipment markets in which we operate as well as the impact of any changes in government regulation; and
• Anticipate mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

·   Anticipate mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.
Our business, business prospects and results of operations will be affected if we are not successful in addressing any or all of these risks and difficulties.
Our inability to fund our capital expenditure requirements may adversely affect our growth and profitability.

Our continued growth is dependent upon our ability to raise additional capital from outside sources. We believe that in orderOur strategy is to grow our company further, we intend to seize opportunities in Chinese SOEs’ privatization and set up strategicthrough aggressive mergers, joint ventures and acquisitions targeting SOE steel companies and selected entities with these SOEs. Thatoutstanding potential. Our growth strategy will require us to obtain additional financing through capital markets. In the future, we may be unable to obtain the necessary financing on a timely basis and on favorable terms, and our failure to do so may weaken our financial position, reduce our competitiveness, limit our growth and reduce our profitability. Our ability to obtain acceptable financing at any given time may depend on a number of factors, including:

·   Our financial condition and results of operations,
• Our financial condition and results of operations;

• The condition of the PRC economy and the industry sectors in which we operate; and

• Conditions in relevant financial markets in the United States, the PRC and elsewhere in the world.

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Disruptions in world financial markets and the resulting governmental action of the United States and other countries could have a material adverse impact on our ability to obtain financing, our results of operations, financial condition and cash flow and could cause the market price of our common shares to decline.
 
·   The condition of the PRC economy and the agricultural equipment industry in the PRC, and
The current deep and potentially prolonged global recession that began in the United States in December 2007 has, since the beginning of the third quarter of 2008, had a material adverse effect on demand for our products and consequently the results of our operations, financial condition and cash flows. In mid-February 2009, the Federal Reserve warned that the United States economy faces an “unusually gradual and prolonged” period of recovery from this deep, recessionary period.

The credit markets worldwide and in the United States have experienced significant contraction, de-leveraging and reduced liquidity, and the United States government and foreign governments have either implemented or are considering a broad variety of governmental action and/or new regulation of the financial markets. Securities and futures markets and the credit markets are subject to comprehensive statutes, regulations and other requirements.

The uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide. Major market disruptions, the current adverse changes in global market conditions, and the regulatory climate in the United States and worldwide may adversely affect our business or impair our ability to borrow funds as needed. The current market conditions may last longer than we anticipate. These recent and developing economic and governmental factors may have a material adverse effect on our results of operations, financial condition or cash flows and could cause the price of our common stock to decline significantly.

We have made and may continue to make acquisitions which could divert management's attention, cause ownership dilution to our stockholders, or be difficult to integrate, which may adversely affect our financial results.
 
·   Conditions in relevant financial markets in the U.S., the PRC and elsewhere in the world.
We have made several acquisitions, and it is our current plan to continue to acquire companies and technologies that we believe are strategic to our future business. Integrating newly acquired businesses or technologies could put a strain on our resources, could be costly and time consuming, and might not be successful. Such acquisitions could divert our management's attention from other business concerns. In addition, we might lose key employees while integrating new organizations. Acquisitions could also result in customer dissatisfaction, performance problems with an acquired company or technology, potentially dilutive issuances of equity securities or the incurrence of debt, the assumption or incurrence of contingent liabilities, possible impairment charges related to goodwill or other intangible assets or other unanticipated events or circumstances, any of which could harm our business. We might not be successful in integrating any acquired businesses, products or technologies, and might not achieve anticipated revenues and cost benefits.
 
We may not be able to effectively control and manage our growth.

If our business and markets grow and develop, it will be necessary for us to finance and manage such an expansion in an orderly fashion. This growth will lead to an increase in the responsibilities of existing personnel, the hiring of additional personnel and expansion of our scope of operations. It is possible that we may not be able to obtain the required financing under terms that are acceptable to us or hire additional personnel to meet the needs of our expansion.

 
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Our business, revenues and profitability are dependent on a limited number of large customers.

Our revenue is dependent, in large part, on significant contracts with a limited number of large customers.  For the year 2006,As of December 31, 2009, approximately 28%29% of our sales were to five customers. These customers accounted for 0% of total account receivables as of December 31, 2009.  We believe that revenue derived from our current and future large customers will continue to represent a significant portion of our total revenue. Our inability to continue to secure and maintain a sufficient number of large contracts or the loss of, or significant reduction in purchases by, one or more of our major customers would have the effect of reducing our revenues and profitability.

Moreover, our success will depend in part upon our ability to obtain orders from new customers, as well as the financial condition and success of our customers and general economic conditions in China.

-8-Steel consumption is cyclical and worldwide overcapacity in the steel industry and the availability of alternative products have resulted in intense competition, which may have an adverse effect on profitability and cash flow.


Steel consumption is highly cyclical and follows general economic and industrial conditions both worldwide and in regional markets. The steel industry has historically been characterized by an excess in the world supply, which has led to substantial price decreases during periods of economic weakness. Future economic downturns could decrease the demand for our products. Substitute materials are increasingly available for many steel products, which further reduces demand for steel.

We may not be able to pass on to customers the increases in the costs of our raw materials, particularly ironiron-ore and steel.steel coil.

The major raw materials that we purchase for production are iron-ore and steel slabs and strip steel.coil. The price and availability of these raw materials are subject to market conditions affecting supply and demand. Our financial condition or results of operations may be impaired by further increases in raw material costs to the extent we are unable to pass those increases to our customers. In addition, if these materials are not available on a timely basis or at all, we may not be able to produce our products and our sales may decline.

The price of steel may decline due to an overproduction by the Chinese steel companies.

According to the survey conducted by China Iron and Steel Association, there are more than 1,500approximately 1,100 steel companies in China. Among those, only 15 companies have over 5 million tons of production capacity. Each steel company has its own production plan. The Chinese government posted areleased new guidance on the steel industry to encourage consolidation within the fragmented steel sector to mitigate problems of low-end repetitive production and inefficient use of resources. The current situation of overproduction may not be solved by these measures postedenacted by the Chinese government. If the current state of overproduction continues, our productsproduct shipments could decline, our inventory could build up and eventually we may be required to decrease our sales price, which may eventually decrease our profitability.

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Disruptions to our manufacturing processes could adversely affect our operations, customer service and financial results.
 
Steel manufacturing processes are dependent on critical steel-making equipment, such as furnaces, continuous casters, rolling mills and electrical equipment (such as transformers), and such equipment may become temporarily inoperable as a result of unanticipated malfunctions or other events, such as fires or furnace breakdowns. Although our manufacturing plants have not experienced plant shutdowns or periods of reduced production as a result of such equipment failures or other events, we may experience such problems in the future. To the extent that lost production as a result of such a disruption could not be recovered by unaffected facilities, such disruptions could have an adverse effect on our operations, customer service and financial results.

Because we are a holding company with substantially all of our operations conducted through our subsidiaries, our performance will be affected by the performance of such subsidiaries.

We have no operations independent of those ofother than Daqiuzhuang Metal, Baotou Steel Pipe Joint Venture, Longmen Joint Venture and Maoming, and our principal assets are our investments in Daqiuzhuang Metal.these subsidiaries. As a result, we are dependent upon the performance of Daqiuzhuang Metal, Baotou Steel Pipe Joint Venture, Longmen Joint Venture and Maoming and we will be subject to the financial, business and other factors affecting Daqiuzhuang Metalthem as well as general economic and financial conditions. As substantially all of our operations are and will be conducted through our subsidiaries, we will be dependent on the cash flow of our subsidiaries to meet our obligations.

Because virtually all of our assets are and will be held by operating subsidiaries, the claims of our stockholders will be structurally subordinate to all existing and future liabilities and obligations, and trade payables of such subsidiaries. In the event of our bankruptcy, liquidation or reorganization, our assets and those of our subsidiaries will be available to satisfy the claims of our stockholders only after all of the our and our subsidiaries’ liabilities and obligations have been paid in full.

We depend on acquiring companies to fulfill our growth plan plan.

An important element of our planned growth strategy is the pursuit and acquisitions of other businesses that increase our existing production capacity. However, integrating businesses involves a number of special risks, including the possibility that management may be distracted from regular business concerns by the need to integrate operations, unforeseen difficulties in integrating operations and systems, problems relating to assimilating and retaining employees of the acquisition, challenges in retaining customers, and potential adverse short-term effects on operation results. If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our growth strategy may be adversely impacted.

We depend on bank financing for our working capital needs.

We have various financing facilities amounting to approximately US$30.3 million, of which all are due on demand or within one year. So far, we have not experienced any difficulties in repaying such financing facilities. However, we may in the future encounter difficulties to repayin repaying or refinancerefinancing such loans on time and may face severe difficulties in our operations and financial position.

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We rely on Mr. Zuosheng Yu Zuo Sheng for important business leadershipleadership.

We depend, to a large extent, on the abilities and operations of our current management team. However, we have a particular reliance upon Mr. Zuosheng Yu, Zuo Sheng, our chairmanChairman, Chief Executive Officer and chief executive officer,significant shareholder, for the redirectiondirection of our business and leadership in our growth effort. The loss of the services of Mr. Yu, Zuo Sheng, for any reason, may have a material adverse effect on our business and prospects. We cannot be guarantee that Mr. Yu Zuo Sheng will continue to be available to us, or that we will be able to find a suitable replacement for Mr. Yu Zuo Sheng onin a timely basis.
There have been historical deficiencies with our internal controls which require further improvements, and we are exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.

While we believe that we currently have adequate internal control procedures in place, we are still exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002. Under the supervision and with the participation of our management, we have evaluated our internal controls systems in order to allow management to report on, and our registered independent public accounting firm to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act. We have performed the system and process evaluation and testing required in an effort to comply with the management certification and auditor attestation requirements of Section 404. As a result, we have incurred additional expenses and a diversion of management’s time. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC or the New York Stock Exchange. Any such action could adversely affect our financial results and the market price of our stock.
We do not presently maintain product liability insurance in China, and our property and equipment insurance does not cover the full value of our property and equipment, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.

We currently do not carry any product liability or other similar insurance in China. We cannot assure you that we would not face liability in the event of the failure of any of our products.

We have purchased automobile insurance with third party liability coverage for our vehicles. In addition, we have purchased property insurance from China United Property Insurance Company to cover real property and plant. Except for property and automobile insurance, we do not have other insurance such as business liability or disruption insurance coverage for our operations in China. In the event of a significant product liability claim or other uninsured event, our financial results and the price of our common stock may be adversely affected.

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Risks Related to Operating Our Business in China

We face the risk that changes in the policies of the Chinese government could have significant impact upon the business we may be able to conduct in China and the profitability of such business.

The economy of China is at a transitiontransitioning from a planned economy to a market oriented economy, subject to five-year and annual plans adopted by the government that set down national economic development goals. Policies of the Chinese government can have significant effects on the economic conditions of China. The Chinese government has confirmed that economic development will follow a model of a market economy under socialism. Under this direction, we believe that the PRCChina will continue to strengthen its economic and trading relationships with foreign countries and business development in China will follow market forces. While we believe that this trend will continue, there can be no assurance that such will be the case. A change in policies by the Chinese government could adversely affect our interests by,through, among other factors: changes in laws,laws; regulations or the interpretation thereof; confiscatory taxation; restrictions on currency conversion,conversion; imports or sources of supplies; or the expropriation or nationalization of private enterprises. Although the Chinese government has been pursuing economic reform policies for approximately two decades, the Chinese government may significantly alter such policies, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic and social life.climate.

The PRCChinese laws and regulations governing our current business operations and contractual arrangements are uncertain, and if we are found to be in violation, we could be subject to sanctions. In addition, any changes in such PRCChinese laws and regulations may have a material and adverse effect on our business.
 
There are substantial uncertainties regarding the interpretation and application of PRCChinese laws and regulations, including but not limited to the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. OurAlong with our subsidiaries, and we are considered foreign persons or foreign funded enterprises under PRCChinese laws, and as a result, we are required to comply with PRCcertain Chinese laws and regulations. These laws and regulations are relatively new and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, the PRCChinese authorities retain broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business licenses and requiring actions necessary for compliance. In particular, licenses, permits and beneficial treatmentstreatment issued or granted to us by relevant governmental bodies may be revoked at a later time under contrary findings of higher regulatory bodies. We cannot predict what effect the interpretation of existing or new PRCChinese laws or regulations may have on our businesses. Such restructuring may not be effective or result in similar or other difficulties. We may be
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subject to sanctions, including fines, and could be required to restructure our operations. Such restructuring may not be deemed effective or may encounter similar or other difficulties. As a result of these substantial uncertainties, there is a risk that we may be found in violation of any current or future PRCChinese laws or regulations.

 
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A slowdown or other adverse developments in the PRCChinese economy may materially and adversely affect our customers, demand for our services and our business.

All of our operations are conducted in the PRCChina and all of our revenues are generated from sales to businesses operating in the PRC.China. Although the PRCChinese economy has grown significantly in recent years, such growth may not continue. We do not know how sensitive we are to a slowdown in economic growth or other adverse changes in the PRCChinese economy which may affect demand for agricultural equipment.our products. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRCChina may materially reduce the demand for our products and in turn reduceadversely affect our results of operations and our productivity.
 
In China, farmers are key consumers for agricultural vehicles. The consumption is closely related to the economic developments in different regions and areas. With the continuous development of rural economy in central and western China, there is increasing demand for agricultural vehicles. In addition, the implementation of the “Go West” strategy and China’s entry into the World Trade Organization have prodded the government to increase investment in the agricultural sector in central and western China. China’s western areas will become a high growth market for agricultural vehicles. However the new government policies may as well bring competition to this market. More steel companies may turn their focus to the agricultural sector which will increase the supply of steel products used for agricultural vehicles. This new competition may force us to lower our product price or reduce the production volume.
Inflation in China could negatively affect our profitability and growth.

While the Chinese economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. In order to control inflation in the past, the Chinese government has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. Such an austerity policy can lead to a slowing of economic growth. In October 2004, the People’s Bank of China, China’s central bank, raised interest rates for the first time in nearly a decade and indicated in a statement that the measure was prompted by inflationary concerns in the Chinese economy. Repeated increases in interest rates by the central bank will likely slow economic activity in China which could, in turn, materially increase our costs and also reduce demand for our products.

If relations between the United States and China worsen,deteriorate, our stock price may decrease and we may experience difficulties accessing the U.S.United States capital markets.

At various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China could impact the market price of our common stock and our ability to access USUnited States capital markets.

The Chinese Government could change its policies toward private enterprises, which could result in the total loss of our investments in China.

Our business is subject to political and economic uncertainties in China and may be adversely affected by its political, economic and social developments. Over the past several years, the Chinese Governmentgovernment has pursued economic reform policies including the encouragement of private economic activity and greater economic decentralization. The Chinese Governmentgovernment may not continue to pursue these policies or may alter them to our detriment from time to time.detriment. Conducting our business might become more difficult or costly due to changes in policies, laws and regulations, or in their interpretation or the
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imposition of confiscatory taxation, restrictions on currency conversion, restrictions or prohibitions on dividend payments to stockholders, devaluations of currency or the nationalization or other expropriation of private enterprises. In addition, nationalization or expropriation could result in the total loss of our investments in China.

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The Chinese State Administration of Foreign Exchange, or SAFE, requires Chinese residents to register with, or obtain approval from SAFE regarding their direct or indirect offshore investment activities.
 
China’s State Administration of Foreign Exchange Regulations regarding offshore financing activities by Chinese residents has undertaken continuous changes which may increase the administrative burden we face and create regulatory uncertainties that could adversely affect the implementation of our acquisition strategy. A failure by our shareholders who are Chinese residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our Chinese resident shareholders to liability under Chinese law.
Our business, results of operations and overall profitability are linked to the economic, political and social conditions in China.

All of our business, assets and operations are located in China. The economy of China differs from the economies of most developed countries in many respects, including government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. The economy of China has been transitioning from a planned economy to a more market-oriented economy. Although the Chinese Governmentgovernment has recently implemented measures recently emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the Chinese Government.government. In addition, the Chinese Governmentgovernment continues to play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominatedcurrency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Therefore, the Chinese Government’sgovernment’s involvement in the economy may negatively affect our business operations, results of operations and our financial condition.

Governmental control of currency conversion may cause the value of your investment in our common stock to decrease.

The PRCChinese government imposes controls on the convertibilityconversion of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC.China. We receive substantially all of our revenues in Renminbi, which is currently not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency denominated obligations. Under existing PRCChinese foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRCChina’s State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.

 
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The PRCChinese government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due.
 
The fluctuation of the Renminbi may cause the value of your investment in our common stock to decrease.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’sChina’s political and economic conditions. As we rely entirely on revenues earned in the PRC,China, our cash flows, revenues and financial condition will be affected by any significant revaluation of the Renminbi. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into Renminbi for our operations, if the Renminbi appreciates against the U.S. dollar, the Renminbi equivalent of the US dollar we convert would be reduced. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common shares or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be reduced. To date, however, we have not engaged in transactions of either type. In addition, the depreciation of significant U.S. dollar
-12-


denominated assets could result in a charge to our income statement and a reduction in the value of these assets.
 
Since 1994, the PRC hasChina pegged the value of the Renminbi to the U.S. dollar. We do not believe that this policy has affected our business. However, there have been indications that the PRCChinese government may be reconsidering its monetary policy in light of the overall devaluation of the U.S. dollar against the Euro and other currencies during the last two years. In July 2005, the PRCChinese government revalued the Renminbi by 2.1% against the U.S. dollar, moving from Renminbi 8.28 to Renminbi 8.11 per dollar. Because ofIf the pegging of the Renminbi to the U.S. dollar is loosened, we anticipate that the value of the Renminbi will appreciate against the dollar with the consequences discussed above. As of December 31, 2009, the exchange rate of the Renminbi to the U.S. dollar was 6.82 yuan to 1 dollar.
 
We are subject to environmental and safety regulations, which may increase our compliance costs and reduce our overall profitability.

We are subject to the requirements of environmental and occupational safety and health laws and regulations in China. We may incur substantial costs or liabilities in connection with these requirements. Additionally, these regulations may become stricter, which will increase our costs of compliance in a manner that could reduce our overall profitability. The capital requirements and other expenditures that may be necessary to comply with environmental requirements could increase and become a significant expense linked to the conduct of our business.

21


Our operating subsidiaries must comply with environmental protection laws that could adversely affect our profitability.

We are required to comply with the environmental protection laws and regulations promulgated by the national and local governments of China. Yearly inspections of waste treatment systems require the payment of a license fee which could become a penalty fee if standards are not maintained. If we fail to comply with any of these environmental laws and regulations in China, depending on the types and seriousness of the violation, we may be subject to, among other things, warning from relevant authorities, imposition of fines, specific performance and/or criminal liability, forfeiture of profits made, being ordered to close down our business operations and suspension of relevant permits.
 
Because the Chinese legal system is not fully developed, our legal protections may be limited.

The PRCChinese legal system is based upon written statutes. Prior court decisions may be cited for reference but are not binding on subsequent cases and have limited value as precedents.precedent. Since 1979, the PRCChina’s legislative bodies have promulgated laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, the PRCChina has not developed a fully integrated legal system and the array of new laws and regulations may not be sufficient to cover all aspects of economic activities in the PRC.China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involveinvolves uncertainties. In addition, published government policies and internal rules may have retroactive effects and, in some cases, the policies and rules are not published at all. As a result, we may be unaware of our violation of these policies and rules until some time later. The laws of the PRCChina govern our contractual arrangements with our affiliated entities. Theentities and the enforcement of these contracts and the interpretation of the laws governing these relationships are subject to uncertainty. For the above reasons, legal compliance in China may be more difficult or expensive.

Risks Related to Our Common Stock

Our officers, directors and affiliates control us through their positions and stock ownership and their interests may differ from other stockholders.

Our officers, directors and affiliates beneficially own approximately 96%41.3% of our common stock. Mr. Zuosheng Yu, Zuo Sheng our major shareholder,stockholder, beneficially owns approximately 76.5%40.9% of our common stock. Mr. Yu can effectively control us and his interests may differ from other stockholders.
 
Because our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us and our officers and directors in the U.S. or enforce U.S. court judgments against us or them in the PRC.
All our directors reside outside of the United States. In addition, Daqiuzhuang, our operating subsidiary, issubsidiaries are located in China and substantially all of itsour assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil
-13-


liability provisions of the U.S. federal securities laws against us in the courts of either the U.S.United States and the PRCChina and, even if civil judgments are obtained in U.S.United States courts, to enforce such judgments may not be enforceable in PRCChinese courts. Further, itAll our directors and officers reside outside of the United States. It is unclear if extradition treaties now in effect between the United States and the PRCChina would permit effective enforcement against us or our officers and directors of criminal penalties under the U.S. federal securities laws or otherwise.


22

We have never paid cash dividends and are not likely to do so in the foreseeable future.

We currently intend to retain any future earnings for use in the operation and expansion of our business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

There is only a limited trading market for our common stock.
Our common stock is now listed on the over-the-counter Bulletin Board. There is currently limited trading market for our common stock and we do not know if any trading market will ever develop. You may be unable to sell your shares due to the absence of a trading market.
In addition, broker-dealers who recommend our common stock to people who are not established customers or qualifying investors must follow special sales procedures, including getting the purchaser’s written consent prior to the sale. We are currently subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934. During the period(s) that our stock trades below $5.00 per share, as it currently does, trading in our common stock is subject to the requirements of the “penny stock” rules. These rules require additional disclosure by broker dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any “penny stock” transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transaction before sale. The additional burdens imposed upon broker dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock affected. As a consequence, the market liquidity of General Steel’s common stock could be severely limited by these regulatory requirements.
Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other steel makers, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us.
In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Investors may experience dilution from any conversion of the senior convertible notes or exercise of warrants we issued in December 2007 and December 2009.

Shares of our common stock are issuable upon conversion of senior convertible notes and warrants to purchase common stock issued in a private placement that closed  on December 13, 2007.  The senior convertible notes were initially convertible into 4,170,009 shares of our common stock based on a conversion price of $12.47 per share and applicable interest rates.   Prior to the adjustments described below, upon the exercise of the warrants, an additional aggregate amount of 1,154,958 shares of our common stock were issuable based upon the then exercise price of $13.51 per share.  The senior convertible notes have a five year term through December 12, 2012, and the warrants are exercisable from May 13, 2008, to May 13, 2013.  The conversion price of the notes and the exercise price of the warrants (and the number of shares issuable under the warrants) are each subject to adjustment under certain customary circumstances, including, among others, if the sale price of securities issued by us in subsequent offerings is less than the conversion or exercise prices then in effect.  The conversion price of the notes was adjusted and reset to $4.2511, the market price (as defined in the notes) on May 7, 2009.  As of December 31, 2009, approximately $36.7 million of the convertible notes had been converted, resulting in the issuance of 9,578,518 shares of our common stock.    As discussed below, the warrants have been adjusted such that upon their exercise, an aggregate of 3,900,871 shares of our common stock  are now issuable based upon the  current adjusted exercise price of $5.00 per share.  

In addition to the notes and warrants issued in December 2007, we issued 5,555,556 shares of our common stock and warrants to purchase 2,777,778 shares of our common stock in a registered direct offering that closed on December 30, 2009.  The warrants issued as part of the December 2009 transaction are exercisable beginning six months from the date of issuance for a period of two years from the initial exercise date, and carry an initial exercise price per share equal to $5.00. Certain anti-dilution adjustment provisions contained in the warrants issued in 2007 may have been triggered by the December 2009 transaction.  Rather than giving full effect to the anti-dilution provisions, we entered into warrant reset agreements with investors from our December 2007 financing whereby the aggregate number of shares of common stock issuable upon exercise of the warrants issued in the December 2007 transaction is increased from 1,154,958 shares to 3,900,871 shares, and the exercise price of the December 2007 Warrants was reduced from $13.51 per share to $5.00 per share.   

23


The issuance of shares of our common stock upon conversion of the notes which remain outstanding and exercise of any of our outstanding warrants (including any increased amount of shares that may be issued in the future because of reductions in exercise price and conversion price) will dilute our current shareholders. 

ITEM 1B. Unresolved Staff Comments.UNRESOLVED STAFF COMMENTS.

NoneNone.

ITEM 2. Properties.PROPERTIES.

OurDaqiuzhuang Metal

The properties of Daqiuzhuang Metal consist of manufacturing sites and the office buildings are located in the Jinghai county, about 20 miles (45 kilometers) southwest of the Tianjin city center. The sites are situatedcenter on a total of 17.81 acres (7.21 hectares) of land, and resides withinwhich includes 320,390 sq. ft. (29,667 sq. m.) of building space.
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Under Chinese law, all land in the PRCChina is owned by the government, which grants a “land use right” to an individual or entity after a purchase price for such “land use right” is paid to the government. The land use right allows the holder the right to use the land for a specified long-term period of time and enjoy all the ownership incidents to the land. We are the registered owner of the land use rights for the parcels of land identified in the chart below.

Registered Owner of
Land use 
Right
Location & Certificate of 
Land Use 
Right
Usage
UsageSpace
(acres)
Life of 
Land 
Use 
Right
Remaining
Life
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.No. 6 West Gangtuan Road, Daqiuzhuang, Jinghai Country, TianjinIndustrial Use6.7850 years42 years
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.No. 35 Baiyi Road, Daqiuzhuang, Jinghai County, TianjinIndustrial Use9.8950 years42 years
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.Ying Fong Road North, Daqiuzhouang,Daqiuzhuang, Jinghai country TianjinCommericalCommercial Use

Our production equipment includes the following:

EquipmentQuantity
1,200 mm Rolling machine  101.14 50 years42 years

24


Baotou Steel Pipe Joint Venture

The properties of Baotou Steel Pipe Joint Venture consist of our production and administrative sites located on the main production campus of the Baotou Steel Pipe Joint Venture located in Baotou, Inner Mongolia Autonomous Region. The land is leased from Baotou Iron and Steel Group Co., Ltd., our strategic partner in the Baotou Steel Pipe Joint Venture.

Longmen Joint Venture

The properties of Longmen Joint Venture consist of production and administrative sites located in various locations throughout the southern half of Shaanxi province on land totaling approximately 301 acres (121.5 hectares).

We are the registered owner of the land use rights for the parcels of land identified in the chart below.

Registered Owner of
Land use 
Right
Location & Certificate of
Land Use 
Right
Usage
Space
(acres)
Life of 
Land
Use 
Right
Remaining
Life
Gas-fired reheat furnaceShaanxi Longmen Iron and Steel Co., Ltd.North Huanyuan Road, Weiyang District, Xi'an, ShaanxiIndustrial Use  1019.1 50 Years36 Years
16mm x 2,500mm cut to size shearer  8
18mm x 300 cut to size shearer  7
6mm x 2,500mm cut to size shearer  20 
BoilerShaanxi Longmen Iron and Steel Co., Ltd.Longmen Town, Hancheng, ShaanxiIndustrial Use  3173.2 40-48 Years36-40 Years
Annealing furnace  4
Roller grinder  3
Gas producer (1.8m, 2.4 m, 3.0m)  16 
Air compressorShaanxi Longmen Iron and Steel Co., Ltd.Sanping Village, Shipo Town, Zhashui County, ShaanxiIndustrial Use  11103.2 50 Years44 Years
Flattening machine  4
Straightening machine  3
Overhead cranes  33 
Transportation vehiclesShaanxi Longmen Iron and Steel Co., Ltd.Zhaikouhe Village, Xunjian Town, Zhashui County, ShaanxiIndustrial Use  61.950 Years44 Years
 
Shaanxi Longmen Iron and Steel Co., Ltd.East Taishi Avenue, Xincheng District, Hancheng, ShaanxiCommercial Use3.640 Years35 Years

25


Maoming

The properties of Maoming consist of our production and administrative sites located in two separated sites inside Maoming city, Guangdong province, on land totaling approximately 239.6 acres (96.9 hectares).

We are the registered owner of the land use rights for the parcels of land identified in the chart below.

Registered Owner of Land
use
Right
Location & Certificate of
Land Use
Right
Usage
Space
(acres)
Life
of
Land
Use
Right
Remaining
Life
Maoming Hengda Steel Co., Ltd.Diancheng Town, Dianbai County, Maoming City, Industrial Zone of Bohe Port, GuangdongIndustrial Use239.650 Years44 Years

ITEM 3. LEGAL PROCEEDINGS.

Not applicable.None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.
None.
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PART II

ITEM 5. MARKET FOR GENERAL STEEL HOLDINGS INC.’SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our Beginning October 3, 2007 through March 5, 2008, our common stock iswas listed on the OTC Bulletin Board withAmerican Stock Exchange and from March 6, 2008 to August 7, 2008 our common stock was traded on the NYSE Arca exchange.  On August 8, 2008, our common stock began trading on the NYSE. Our ticker symbol "GSHO.is "GSI." Information regarding theThe high and low sales prices for theclosing common stock price for each quarter of the last two years is as follows:
  
HIGH AND LOW STOCK PRICES
 
1ST QTR
 
2ND QTR
 
3RD QTR
 
4TH QTR
 
2006         
High $2.33 $1.95 $1.45 $1.25 
Low $1.30 $1.05 $1.20 $1.04 
2005         
High $2.25 $1.85 $1.75 $1.73 
Low $0.98 $1.00 $1.21 $1.19 
HIGH AND LOW STOCK PRICES 1ST QTR  2ND QTR  3RD QTR  4TH QTR 
2009            
High $4.59  $7.35  $5.74  $5.79 
Low $1.85  $2.77  $3.32  $3.62 
2008                
High $9.08  $15.70  $15.50  $7.16 
Low $6.23  $6.66  $7.14  $2.53 

 
26


As of March 23, 2007,5, 2010, there were approximately 4210,000 holders of record of our common stock.We are seeking the listing of our shares of common stock on the American Stock Exchange (the “AMEX”). The listing application has been submitted to AMEX.

Dividend Policy
  
Our board of directors currently does not intend to declare dividends or make any other distributions to our shareholders. Any determination to pay dividends in the future will be at our board’s discretion and will depend upon our results of operations, financial condition and prospects as well as other factors deemed relevant by our board of directors.

Recent Sales of Unregistered Sale Securities

On September 1, 2009, we granted Huamei 21st Century Limited, 170,000 shares of our common stock at $3.60 per share for consulting services. The Company relied on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided under Section 4(2) of the Securities Act in granting the shares to Huamei 21st Century Limited.

27


ITEM 6. Selected Financial Data.SELECTED FINANCIAL DATA.

SUMMARY OF OPERATIONS
(USD in thousands, except the ratio amount)
   
Years ended December 31
 
  
2006
  
2005 (Restated)
  
2004
  
2003
  
2002
 
Total sales $139,495 $89,740 $87,832 $57,306 $44,678 
Cost of sales  135,324  81,166  81,613  52,804  41,328 
Selling, general, and administrative expenses  2,421  2,781  2,317  1,532  1,539 
Income from operations  1,749  5,793  3,902  2,969  1,811 
Net income $1,033 $2,740 $915 $1,091 $652 
Net income per common share  0.03  0.09  0.03  0.04  0.02 
FINANCIAL DATA
(USD in thousands, except the ratio amount)
  
As of December 31
 
  
2006
 
2005
(restated)
 
2004
 
2003
 
2002
 
Total assets $73,822 $58,993 $52,969 $37,432 $33,357 
Depreciation and amortization  1,917  1,344  1,255  1,013  959 
Current Ratio  0.87  0.96  0.92  0.77  0.84 
Basic weighted average shares outstanding (in thousands)  31,250  31,250  30,260  30,000  30,000 
SUMMARY OF OPERATIONS 2009  2008  2007  2006  2005 
(USD and number of shares in thousands, except per share amounts)               
Revenues $1,668,446  $1,351,203  $772,440  $139,495  $89,740 
Cost of Revenues $1,579,892  $1,343,275  $715,751  $135,324  $81,166 
Selling, General, and Administrative Expenses $41,074  $36,942  $16,164  $2,421  $2,781 
Income (Loss) from operations $47,480  $(29,014) $40,525  $1,749  $5,793 
Net Income                     
(Loss) Attributable to Controlling Interest $(25,244) $(11,323) $22,426  $1,033  $2,740 
(Loss) Earnings per Share, Basic $(0.60) $(0.32) $0.69  $0.03  $0.09 
(Loss) Earnings per Share, Diluted $(0.60) $(0.32) $0.69  $0.03  $0.09 
Basic Weighted Average Shares Outstanding  41,860   35,381   32,425   31,250   31,250 
Diluted Weighted Average Shares Outstanding  41,860   35,381   32,558   31,250   31,250 
LONG TERM OBLIGATIONS                    
Convertible Notes Payables $1,050  $7,155  $5,440         
Derivative Liabilities $23,340  $9,903  $28,483         
 
  As of DECEMBER 31 
FINANCIAL DATA 2009  2008  2007  2006  2005 
(USD in thousands, except the ratios)               
Total Assets $1,228,064  $865,714  $478,407  $73,822  $58,993 
Depreciation and Amortization $33,107  $22,414  $10,337  $1,917  $1,344 
Current Ratio  0.59   0.43   0.67   0.87   0.96 
  Three months ended December 31 
STATEMENT OF (Unaudited) 
OPERATIONAL DATA 2009  2008  2007  2006  2005 
(USD in thousands, except share and per share amounts)               
Statement of Operations Data               
Revenues $451,953  $261,087  $268,192  $42,496  $17,719 
Cost of Revenues $438,554  $282,662  $247,239  $42,838  $17,509 
Gross Profit $13,399  $(21,575) $20,953  $(342) $210 
Selling, General, and Administrative Expenses $11,855  $8,578  $5,894  $266  $1,017 
Income (Loss) form Operations $1,544  $(30,153) $15,059  $(607) $(808)
Net income (Loss) Attributable to Controlling Interest $(11,085) $(9,705) $12,057  $514  $386 
(Loss) Earnings per share                    
Basic $(0.26) $(0.27) $0.36  $0.01  $0.01 
Diluted $(0.26) $(0.27) $0.36  $0.01  $0.01 
                     
Balance Sheet Data                    
Current Assets $615,278  $315,445  $232,608  $44,670  $37,017 
Total Assets $1,228,064  $865,714  $478,407  $73,822  $58,993 
Total Liabilities $1,061,735  $751,476  $382,974  $53,575  $41,256 
Noncontrolling interest $72,598  $54,330  $42,044  $6,186  $5,387 

-16-28


ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS.

Forward-Looking Statements:

The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto. The following discussion contains forward-looking statements. General Steel Holdings, Inc. is referred to herein as “we” or “our.” The words or phrases “would be,” “will allow,” “expect to”, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” or similar expressions are intended to identify forward-looking statements. Such statements include those concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether we are able to manage our planned growth efficiently and operate profitable operations, including whether our management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash which are explained below under “Liquidity and Capital Resources.Resources”. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Overview

Following the acquisition of ownership in General Steel Investment Co., Ltd. in October 2004, we have shifted our main business focus to general steel products and steel manufacturing. As our core-operating unit, Tianjin Daqiuzhuang Metal Sheet Co., Ltd. (“Daqiuzhuang Metal”) started its operation in 1988. Daqiuzhuang Metal ‘s core business is the manufacturing of high quality hot-rolled carbon and silicon steel sheets which are mainly used in the production of tractors, agricultural vehicles, shipping containers and in other specialty markets.OVERVIEW

Daqiuzhuang Metal uses a traditional rolling mill production sequence, such as heating, rolling, cutting, annealing, and flattening to process slabs into steel sheets. The sheet sizes are approximately 2,000 mm (length) x 1,000 mm (width) x 0.75 to 2.0 mm (thickness). Limited size adjustments can be made to meet order requirements. “Qiu Steel” is the registered name for our products.

Daqiuzhuang Metal currently has ten steel sheet production lines processing approximately 400,000 tons of 0.75-2.0 mm hot-rolled carbon steel sheets per year, maintaining an approximately 50% market share of all hot-rolled steel sheets used in the production of agricultural vehicles in China, out of which 150,000 tons of production capacity were added since mid-March 2006.

In 2006 we expanded the number of our distributors from 19 to 35 and established 3 regional sales offices: Nanjing city in Jiangsu province, Shenyang city in Liaoning province, and Shanghai.

In 2006, we invested heavily in our operations. We added four new production lines increasing our capacity by 150,000 tons. The higher costs associated with the start up of these lines and bringing them to full capacity negatively impacted our earnings.
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Due to higher rates of waste, only 88.5% of products produced from the new lines were rated “A” quality, compared to 92.29% of the products produced from the established lines. This resulted in a selling price differential of $33.96 per ton. In other words, the products produced from the new lines overall sold for $33.96 less than the products produced from the established lines. BasedGeneral Steel was founded on the new lines produced 123,390.34 tons, this resulted in a $4,190,336 effective difference. The chart below illustrates this.

Selling Price Differences between Products Produced on (old) Lines 1-6strategy to aggressively merge, partner with, and (new) Lines 1-7

Item
(old) Production Lines
1-6
(new) Production Lines
7-10
Difference
Quality"A" Quality Level92.29%88.50%(3.79%)
Production ValueProduction in Tons219,484.03123,390.34(96,093.68)
Average Price per Ton/USD470.40436.44(33.96)
Less Sales Proceeds Generated
=123,390.34* (33.96)
($4,190,335.94)

Likewise, owing to overall start up inefficiencies a cost differential also existed between products produced on the two lines. Products produced on the new lines were $9.03 per ton more expensive to produce than products produced on the established lines. Since the new lines produced 123,390.34 tons, this resulted in a $1,114,215 cost differential. The chart below illustrates this.

Production Cost Differences between Products Produced on (old) Lines 1-6acquire State-owned enterprises and (new) Lines 1-7

Item
Quantity Produced
(old) Lines 1-6
Quantity Produced
(new) Lines 7-10
Difference
Production in Tons219,484.03123,390.34(96,093.68)
Total AmountCost99,418,282.4957,005,675.25(337,760,669.22)
Cost/Ton452.96461.999.03
Additional Cost to Produce
=123,390.34* 9.03
$1,114,214.77

To this we also must include additional costs for worker training, $188,355, and setting up new regional sales offices, $42,713.

The combination of the above mentioned four factors $4,190,336 + $1,114,215 + $188,355 + $42,713 results in $5,535,619 negative impact to Daqiuzhuang Metals income.

We have a 30% minority share holder in our company. After taking out minority shareholders interest, the net impact on our income was $3,874,933..

If the new production lines had produced at the same efficiency and yield, in terms of producing the same percentage of product of “A” quality and production efficiency, as the old lines, our earnings would have been $4,908,141, which was $3,874,933 higher than the $1,033,208, we reported.

By the end of the fourth quarter, we believe the new lines are operating at a level equal to the efficiencies of our established lines. This puts us in a very strong position to begin 2007.
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Joint Venture

On September 28, 2005, We signed a joint venture agreement (the “Joint Venture Agreement”) with Baotou Iron and Steel Group (“Baotou Steel”), to form Baotou Steel - General Steel Special Steel Joint Venture Company Limited, a limited liability company formed under the laws of the People's Republic of China (the “Joint Venture Company”).private steel companies within China’s highly fragmented steel industry.  As of December 31, 2006,2009, we were comprised of four operating subsidiaries of which the Joint Venture Company has not been launched and is not operational yet.

This contemplated transaction is not considered a business combination as defined under Article 11 of Regulation S-X. The revenue producing activity for the new entity will be different from that of the existing companies. New high-end special steel products will be produced and marketed to new customers. In order to produce these new products, the new entity will build new facilities on the land to be contributed by Baotou Steel. It will take some equipment to be contributed by Baotou Steel, which are to be substantially modified, and add a 100-ton electric furnace and a refiner to create a new production line. A new sales force will be built to identify and target new customers. The new entity will not carry the names of either of its future owners.

This contemplated transaction is not considered as a business acquisition through a non-monetary exchange under EITF 98-3 because it does not meet the relevant definition thereunder. The assets to be contributed do not include systems, standards, protocols, conventions and rules that act to define the process necessary for normal, self-sustaining operations, such as (i) strategic management processes, (ii) operational processes, and (iii) resource management processes. The assets to be contributed do not include the ability to obtain access to the customers that purchase the outputs of the assets to be contributed. Additionally, while the newly formed entity will receive certain tangible assets, it will be a start-up company. It will need to attract and retain talent to install/modify/acquire equipment, manage operations, as well as to manufacture, market and sell products to newly identified customers. The assets to be contributed by Baotou Steel are insignificant compared to the total assets of Baotou Steel. Baotou Steel will continue to operate at its historical levels even assuming the consummation of the contemplated transaction. The respective future owners who will contribute certain assets to the new entity will continue to operate as separate entities. They will not reduce or transfer any of their respective workforces as a result of this transaction. They will continue to operate their existing businesses at their historical levels. 

TheLongmen Joint Venture is contemplated to be implementedthe largest.  Located in three stages. The total investment inShaanxi province, the Longmen Joint Venture Company may be up to US$ 30,000,000, with an anticipated registered capitalcontributed approximately 92% of approximately US$ 24,000,000. The initial investment in the first stage is projected to be $5,000,000. Pursuant to the Joint Venture Agreement, Baotou Steel will contribute land, existing equipment and materials whereas General Steel Investment and Daqiuzhuang Metal will each contribute cash capital to the Joint Venture Company. The completion of this transaction is subject to the provision to both General Steel Investment and Daqiuzhuang Metal by Baotou Steel of relevant financial statements and an independent appraisal of the assets to be contributed to the Joint Venture Company, which have not been produced thus far. In addition, China’s State Assets Supervision and Administration Committee will need to assign an independent appraisal firm to perform an appraisal of the assets contributed by Baotou Steel. As of December 31, 2006, we are still waitingour total revenue for the Chinese government to appoint an appraisal firm to complete the appraisal and the evaluation process of the joint venture project. As a result, as of December 31, 2006, we are not in a position to determine the amount of cash capital General Steel Investment and Daqiuzhuang Metal will be required to contribute to the Joint Venture Company. We are working to encourage relevant parties to provide the requisite documentation and initiate the needed procedures.
% Ownership
Baotou Iron and Steel (Group) Co.,Ltd.49%
General Steel Investment Co., Ltd.31%
Daqiuzhuang Metal Sheet Co., Ltd.20%
2009 fiscal year.

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Highlights of 2009

Trends

Industry Consolidation:
In 2006, the domestic steel industry continued to remain fragmentedFiscal year 2009 was highlighted by record revenue, shipment volume and competitive. However, we began to see encouraging results of the central government’s plan to bring about consolidation in the industry.
-Slowing annual growth rate: For the second consecutive year, the annual growth rate in crude steel production declined (see chart below):

2006 Growth in CrudeYoY Decrease2005 Growth in CrudeYoY Decrease2004 Growth in Crude
19.7%5.1%24.8%7.5%27.2%
income from operations.

 -Large SOE mergers: Laiwu Steel Corporation and Jinan Iron and Steel Group merged (the sixth and seventh largest domestic producers), and Anshan Iron and Steel Group merged with Benxi Iron and Steel Group (the second and fifth largest in the domestic market).
-Closures: The central government announced targeted closure of blast furnaces of less than 200cbm and converters of 200 tonne or below - representing an elimination of 55 million tons of capacity by 2010.
-Fixed asset investment down: Fixed asset investment in the steel and iron industry dropped 2.5% from 2006 to 2005 - the first time in 5 years.
Overall, we see the central government’s effort is beginning to gain traction to bring consolidation and reduce the number of producers in the market. We have foreseen this trend, have formed relationship with targeted steel companies and are now in a position to capitalize on this consolidation trend.

Western China Development:
In the central government’s 11th Five-year Economic Development Plan for 2006 - 2010, China’s western region is prioritized for targeted economic and infrastructure development.

Raw Material Costs:
We anticipate in 2007 that the cost of imported iron ore will continue to be a driver in the price of crude rolled steel. Crude steel is a primary input material used in making our product. China must import 60% of the iron ore it uses. Because the domestic industry is so fragmented, no cohesive bargaining leverage exists to negotiate better terms with the main foreign iron ore suppliers: Rio Tinto, CVRD, & BHP Billiton. In developed countries with a consolidated steel industry profile, the collective bargaining leverage of the dominant players results in lower prices.

Export Subsidies for Steel Products:
Complaints from other countries about China’s export subsidy program for selected steel products violating its World Trade Organization commitments appeared often, especially in the fourth quarter, in the international media throughout the year. Many countries have called for China to eliminate these subsidies. We do not export our product. We will not be directly affected in our ability to sell our product by any government decision whether to end or continue these export subsidies for steel products.
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Operating Results
Summary:

Below is a summary of changes to our principal financial indicators for the year. An explanation of the reasons for the changes follows:

Net sales from operations increased from $89.7 million in 2005 to $139.5 million in 2006, a 55% increase.

Gross profit decreased from $8.6 million in 2005 to $4.2 million in 2006 million. In the same period gross profit margin decreased from 9.6% in 2005 to 3.0% in 2006, representing a 6% decrease.

Overall cost of sales increased to $135.3 million in 2006, from $81.2 million in 2005, a 67% increase.

Selling, general and administrative expenses were $2.4 million for 2006, compared to $2.8 million for the same period of 2005, a 12.9% decrease.

Interest expense was $2.07million for the fiscal year ended December 31, 2006, a 20% increase compared to $1.72 million in 2005.

Cash balance including restricted cash amounted to $11.1 million and $11.4 million as of December 31, 2006 and 2005.

Accounts receivable were $17.1 million as of December 31, 2006 compared to $993,417 at December 31, 2005.

Net sales and gross profit

Fiscal year ended December 31, 2006 compared to Fiscal year ended December 31, 2005
Net sales from operations increased from $89.7 million in 2005 to $139.5 million in 2006, a 55% increase. This increase is a result from a combination of factors, including:
·increaseRevenue in 2009 was the highest in our production volume with our four new productions lines withhistory, reaching $1.67 billion, a total capacity of 150,000 tons annually,23.5% increase over 2008.
 ·Shipment volume in 2009 was the highest in our history, reaching 3.8 million metric tons, a 66.1% increase in the number of distributors from 19 to 35;over 2008.
 ·establishmentGross margin increased from 0.59% in 2008 to 5.31% in 2009.

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·Income from Operations in 2009 was the highest in our history, reaching $47.5 million, compared to an operating loss of 3 new regional sales offices$29 million in Nanjing city in Jiangsu province, Shenyang city in Liaoning province and Shanghai municipality;2008.
 ·Non-GAAP EBITDA in 2009 was $93.2 million, a significant increase from $3.2 million in demand for light agricultural vehicles brought about2008 due primarily to implementation of cost cutting measures.
·
We have been given an unqualified opinion by our auditors on our internal control system according to criteria established in the framework in Internal Control — Integrated Framework issued by the central government’s effortCommittee of Sponsoring Organizations of the Treadway Commission.  We have concluded that our internal control over financial reporting was effective as of December 31, 2009.
·We brought the second of two new 1280 cubic meter blast furnaces on-line at the Longmen Joint Venture, effectively doubling the annualized total crude steel capacity at the facility to 4 million metric tons.
·We secured commitment for 70% of our 2010 estimated production at Longmen Joint Venture through signed contracts from established distributors.
·We were awarded two contracts to supply an aggregate of 240,000 metric tons of steel to support the Xi Luo Du and the Xiang Jia Ba hydropower projects, both located in western China.
·We completed a $25 million capital raise rural income.through the issuance of common stock and warrants.

As part ofThe record results reflect the central government’s 11th Five-year plan for Economic Development 2006 - 2010, the government has initiated a number of programs to aid rural farmers and increase their incomes. These programs are varied and include, but are not limited to, such things as tax relief packages and consumer-durable subsidies. The central government targets rural incomes to rise between five and ten percent annually from 2006 through 2010. We know from our own understanding of the market, that rural transportation asset growth closely mirrors rural income growth. In other words, when rural income begins to rise, one of the first items purchased by a rural household is a small agricultural vehicle - the product for which our hot-rolled steel sheets are used to make. We believe the force of this macro-economic government policy to raise rural income levels will continue to be a positive driver in thestrong demand for our product.
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Shipments: Shipment volume increasedconstruction steel products in our principal markets of Shaanxi and western China. Our Longmen Joint Venture continued to benefit from 203,422 tons in 2005 to 341,702 tons in 2006, a 68% increase. In addition to the reasons cited above, this rise is also attributable to the fact that we institutedlarge number of infrastructure projects in the second quarter a credit system for our best customers. This allowed them to more easily purchase large quantities of product at a single time. Have larger quantities of inventory on hand made it easier for them to sell larger quantities.region fueled by the national stimulus plan and the national “Go West” economic development initiative.

Gross profit decreased from $8.6 million in 2005 to $4.2 million in 2006 million. In the same period gross profit margin decreased from 9.6% in 2005 to 3.0% in 2006, representing a 6% decrease.RESULTS OF OPERATIONS

With the establishment of our four new production lines in April and their associated start up costs discussed above, our gross margins were under the greatest pressure in the 2nd and 3rd quarters. It was not until the fourth quarter when our promotional pricing period ended and an upswing in overall domestic pricing came about that we were able to see a margin recovery.General

The inching downward of market steel prices for the first three quarters of the year put continuing pressure on our margins. We were able to offset muchsaw reduced raw material prices as the world commodity markets regained their footing after suffering an abrupt collapse as part of the decline by obtaining greater efficienciesfinancial crisis in late 2008.  During this time, demand for our construction steel products in our original production lines. However,principal market of Shaanxi and western China grew rapidly as downstream infrastructure and construction projects boomed as the start-up costsnational $586 billion national stimulus plan gained traction.  As a result of this strong demand, in the new lines negatively impacted margins.third quarter, the Shaanxi provincial GDP exceeded 18%.

We must also point out thatIn the fourth quarter of 2009, unit cost of sales decreased 20.6% compared to the same quarter last year. Additionally, during April through December, the pilot phasefourth quarter of our new operating lines, we initiated2009 the average selling price for rebar fell 30% due primarily to a promotional pricing strategy whereby we offered our productweather-related slowdown in overall construction as compared to new customers at a price favorable to prevailing market rate. We did this to attract new distributors (we expanded from 19 to 35 distributors), to gain market share in new areas and to support new sales in our 3 newly established regional sales offices. Additionally, becausethe fourth quarter of our dominant size in the market, the power of our pricing effect helped to put pressure on smaller and less efficient producers and drive them out of the market.
2008.
Although we were under strong margin pressure for most of the year, both from general market steel prices and our own new lines start-up costs, we managed to protect our net income from severe damage by pursuing five key actions,
a)Production increase: By starting the operation of four new production lines, by sheer volume of a 68% increase in product produced, we were able to offset in large part the drop in price.
b)Credit policy: In April we initiated a credit policy for our main customers which allow them to more easily buy larger quantities of our product at a time.
c)Pre-payment of raw materials: Throughout the year we pursued a strategy to purchase our raw materials in bulk by pre-paying for them. We did this at the times of the year we believed the prices to be at their lowest. This allowed us to lock-in low and secure pricing for raw materials for a longer period of time than we could otherwise do by purchasing more frequently in small quantities. We were able to pursue this cost saving action because of long-standing and favorable relationships with our financing partners. We will continue to view this action as a viable option in 2007. Because of our size and long operating history, we do not believe that our competitors are in a position to also pursue this strategy.
d)Improved finished product scrap usage: Throughout the year we collected the large remnants after the cutting process for standard sized sheets. We cut these remnants and sold them as smaller than standard size sheets. As the sale price for our product is higher than sale price of scrap, we were able to earn additional income.
e)Improved production efficiency: In early 2006 we began purchasing our raw materials in the form of steel strip coils instead of 6-meter long slabs. This change improved our production efficiency in two ways: First, the amount of raw material scrap was reduced. We could cut strips from the coil to the exact size needed to feed through our hot rolling mill, thus only creating a small amount of scrap at the end of each coil. Previously, each 6-meter slab had to be cut, generating scrap from each slab. Secondly, steel strip in coil form is thinner than steel in slab form. By starting with a thinner piece of steel, we need only put it through the rollers four times to get the desired thickness, rather than five times when using crude steel in slab form. This change decreased our processing time by 20%.

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Fiscal year ended December 31, 20052009 compared with fiscal year ended December 31, 2008 and 2007

Income Statement
             
Income Statement
          Percentage Change 
Unit-thousands except share data 2009  2008  2007  2009 VS 2008  2008 VS 2007 
Revenues $1,668,446  $1,351,203  $772,440   23%  75%
Cost of Revenues $1,579,892  $1,343,275  $715,751   18%  88%
Gross Profit $88,554  $7,928  $56,689   1017%  -86%
 Gross Profit Margin %  5.31%  0.59%  7.34%        
Selling, General and Administrative Expenses $41,074  $36,492  $16,164   13%  126%
Income (Loss) from Operations $47,480  $(29,014) $40,525         
                     
Total Other Income (expense), net $(45,008) $3,738  $(1,262)        
                     
Income (Loss) Before Provision for Income Tax and Noncontrolling Interest $2,472  $(25,276) $39,263         
                     
Total Provision (Benefit) for Income Taxes $6,153  $(5,411) $4,836         
Income (Loss) before the Noncontrolling Interest $(3,681) $(19,865) $34,427         
Less: Net Income (loss) Attributable to the Noncontrolling Interest $21,563  $(8,542) $12,001         
Net Income (Loss) Attributable to Controlling Interest $(25,244) $(11,323) $22,426         
(Loss) Earnings Per Share                    
Basic $(0.603) $(0.320) $0.690         
Diluted $(0.603) $(0.320) $0.690         

Revenue

Revenue in 2009 was the highest in our history, reaching $1.67 billion, a 23.5% increase over 2008. This increase in revenue is attributed to an increase of 67.3% in additional shipment volume at our Longmen Joint Venture. The shipment volume increase was made possible by the new capacity of two 1280 cubic meter blast furnaces brought on line in December 2008 and January 2009. The aggregate revenue for 2009 also reflects a full twelve months of operations at our Maoming facility, whereas 2008 reflected only six months of such consolidation. For 2009, our Longmen Joint Venture comprised 92% of total sales.
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Three months ended December 31, 2009 compared with Three months ended December 31, 2008

  Three months ended December 31 
  (Unaudited) 
Income Statement       Percentage Change 
Unit-thousands except share data 2009 Q4  2008 Q4  2009 Q4 VS 2008 Q4 
Revenues $451,953  $261,087   73%
Cost of Revenues $438,554  $282,662   55%
Gross Profit (loss) $13,399  $(21,575)    
 Gross Profit Margin %  2.96%  (8.26)%    
Selling, General and Administrative Expenses $11,855  $8,578   38%
Income (Loss) from Operations $1,544  $(30,153)    
       Total Other Income (expense), net $(13,520) $6,926     
Loss Before Provision for Income Tax and Noncontrolling Interest $(11,976) $(23,227)    
Total Benefit for Income Taxes $(1,033) $(4,864)    
             
Loss before the Noncontrolling Interest $(10,943) $(18,363)    
             
Less: Net Income (loss) Attributable to the Noncontrolling Interest $142  $(8,658)    
Net Loss Attributable to Controlling Interest $(11,085) $(9,705)    
(Loss) Earnings Per Share            
Basic $(0.26) $(0.27)    
Diluted $(0.26) $(0.27)    

Production and Revenue by Subsidiary and Product
Each subsidiary produces one main product. Revenue and production volume by product is seen by looking at the results of each subsidiary.

Fiscal year ended December 31, 2004
Net sales for the2009 compared with fiscal year ended December 31, 2005 were $89.72008 and 2007
Production by Subsidiary and Product (in thousand metric tons)         
SubsidiaryProduct 2009  2008  2007 
Longmen Joint VentureRebar  3,395   2,030   1,441 
Daqiuzhuang MetalHot-Rolled Sheets  156   196   323 
MaomingHigh-Speed Wire  254   48     
Baotou Steel PipeSpiral-Welded Steel Pipes  29   34   13 
 Total Production  3,834   2,308   1,777 
Revenue by Subsidiary and Product (USD in thousands)         
SubsidiaryProduct 2009  2008  2007 
Longmen Joint VentureRebar  1,534,696   1,182,433   618,315 
Daqiuzhuang MetalHot-Rolled Sheets  58,833   132,458   147,727 
MaomingHigh-Speed Wire  62,487   23,280     
Baotou Steel PipeSpiral-Welded Steel Pipes  12,430   13,032   6,397 
 Total Revenue  1,668,446   1,351,203   772,439 

Revenue at the Longmen Joint Venture increased 29.8% to $1.5 billion in 2009 up from $1.2 billion in 2008. The increased production at the facility of nearly 1.4 million comparedmetric tons accounted for the increase and offset the overall drop in selling price during the year. Revenue at the Maoming facility increased 168.4% to $87.8$62.5 million in 2004, representing2009 from $23.3 million in 2008, owing to a 2% increase. Shipmentsfull year consolidation of operating results in 2009. We acquired Maoming in July 2008 and recorded only six months of the facility’s operations for year2008.

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Three months ended December 31, 2005 climbed 7% to 203,422 tons from 190,936 tons due to overall increase in productivity and market development. Average selling price per ton including sale of scrap for the years ended December 30, 2005 and 2004 has increased to $479 from $460. The price of our finished products climbed to its peak around $730 in April 2005 and slowly dropped throughout the rest of the year. The overall average selling price in 2005 was still higher than 2004 as a result of good market demand for our steel products. In summary, the main reasons for the increase in sales revenue are due to an increase in selling price and an increase in shipment volume of steel products.
Gross profit for the years2009 compared with three months ended December 31, 2005 was $8.6 million, an increase of 38% or $2.4 million from $6.2 million for the same period last year. Gross profit margin increased to 9.6% from 7.1% for the years ended December 31, 2005 and 2004. This increase in gross profit margin is mainly due to the increase in both sales volume and selling price outpacing the increase in raw materials price. Since April 2005, the price of steel products has been decreasing globally due to the overall increase in steel supply. We have to adjust our products’ prices in order to stay competitive in this market. The management thinks that the pressure on the selling price will be mitigated in 2006 as a result of steel industry consolidation and overall increase in demand.2008
     
   Three months ended December 31 
   (Unaudited) 
Production by Subsidiary and Product (in thousand metric tons)       Percentage Change 
SubsidiaryProduct 2009 Q4  2008 Q4  2009 Q4 VS 2008 Q4 
Longmen Joint VentureRebar  944   507   86%
Daqiuzhuang MetalHot-Rolled Sheets  74   29   155%
MaomingHigh-Speed Wire  94   26   262%
Baotou Steel PipeSpiral-Welded Steel Pipes  12   13   -8%
 Total Production  1,124   575   95%

   Three months ended December 31 
   (Unaudited) 
Revenue by Subsidiary and Product (USD in thousands)       Percentage Change 
SubsidiaryProduct 2009 Q4  2008 Q4  2009 Q4 VS 2008 Q4 
Longmen Joint VentureRebar  422,165   234,262   80%
Daqiuzhuang MetalHot-Rolled Sheets  17,274   14,461   19%
MaomingHigh-Speed Wire  8,480   8,904   -5%
Baotou Steel PipeSpiral-Welded Steel Pipes  4,034   3,460   17%
 Total Revenue  451,953   261,087   73%

Cost of salesRevenues
 
Fiscal year ended December 31, 2006 compare2009 compared with fiscal years ended December 31, 2008 and 2007
          
(USD in thousand) 2009  2008  2007 
Cost of Revenues $1,139,630  $999,318  $389,615 
Cost of Revenues - Related Parties $440,262  $343,957  $326,136 
Total Cost of Revenues $1,579,892  $1,343,275  $715,751 

Our primary cost of revenues is the cost of raw material such iron ore, coke, alloy and scrap steel. The cost of iron ore and coke accounts for approximately 75% of our total cost of sales. As a result, the price of iron ore and coke are the primary raw material cost drivers for our products. In 2009, we were able to control our costs with the two new blast furnaces at Longmen Joint Venture which are more efficient with lower coke usage in production. In addition, we successfully increased our raw material inventory, especially iron ore, at relatively low prices throughout the year which helped us to control our cost of revenues.

Three months ended December 31, 2009 compared with three months ended December 31, 2008

Gross Profit
Fiscal year ended December 31, 20052009 compared with fiscal year ended December 31, 2008

(USD in thousand) 2009  2008  2007 
Gross Profit $88,554  $7,928  $56,689 
Gross Profit Margin  5.31%  0.59%  7.34%

Gross profit in 2009 was $88.6 million, compared to $7.9 million in 2008. The increase was mainly due to our Longmen Joint Venture and its 67.3% increase in sales volume in 2009.

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Higher gross profit in 2009 came not only from the overall lowering of raw material costs following record highs in the first half of 2008, but also from improved cost control in production, efficiencies in raw material usage with the new blast furnaces at Longmen Joint Venture and an increase in raw material inventory, especially iron ore, at relatively low prices through out the year.

Three months ended December 31, 2009 compared with fiscal year ended December 31, 2008
   
  Three months ended December 31
  (Unaudited)
(USD in thousand)      Percentage Change
  2009 Q4  2008 Q4 2009 Q4 VS 2008 Q4
Gross Profit (loss) $13,399  $(21,575) 
Gross Profit Margin  2.96%  (8.26)% 

Selling, General and Administrative Expenses
 
Cost of sales principally consists of the cost of raw materials, labor, utilities, manufacturing costs, manufacturing related depreciation and other fixed costs. Overall cost of sales increased to $135.3 million in 2006, from $81.2 million in 2005, a 67% increase. Cost of sales as a percentage of sales increased from 90.4% in 2005 to 97% in 2006, a 6.6% increase. Average cost per ton was $396 for 2006 compared to $399 in 2005. This cost of sales per ton decrease can be traced to the cost savings achieved through our bulk purchasing of raw materials and overall down turn in pricing in the domestic steel market.
Fiscal year ended December 31, 20052009 compared to Fiscalwith fiscal year ended December 31, 20042008 and 2007
          
(USD in thousand) 2009  2008  2007 
Selling, General and Administrative expenses $41,074  $36,942  $16,164 
SG&A / Revenue %  2.46%  2.73%  2.09%

Overall costOur revenue grew by 23.5% while the dollar amount of sales slightly decreased to $81.2 million for the years ended December 31, 2005 from $81.6 million for 2004. Cost of sales as percentage of sales decreased from 92.9% to 90.4%. Average cost per ton was $399 and $427,respectively for the years ended December 31, 2005 and 2004. Even though the sales volume went up by 7% in 2005 compared to 2004, the decrease in cost of sales was due primarily to the cheaper raw material prices and increase in work efficiency for the years ended December 31, 2005 compared to 2004.
our Selling, General and Administrative Expenses

Fiscal year ended December 31, 2006 compare to Fiscal year ended December 31, 2005

Selling, general and administrative expenses were $2.4 million for 2006, compared to $2.8 million for the same period of 2005, a 12.9% decrease. A large component of the decrease was due to the reclassification of packaging expense back to cost of sales.

Fiscal year ended December 31, 2005 compared to Fiscal year ended December 31, 2004

Selling, general and administrative expenses, (“SG&A”), which includes costs such as executive compensation, office expenses,expense, legal and accounting charges, travel charges, and various taxes, were $2.8also increased 11.2% to $41.1 million in 2009 from $36.9 million in 2008. SG&A as a percentage of revenue decreased to 2.5% in fiscal year 2009 from 2.7% in year 2008.

Three months ended December 31, 2009 compared with three months ended December 31, 2008
    
  Three months ended December 31 
  (Unaudited) 
(USD in thousand)       Percentage Change 
  2009 Q4  2008 Q4  2009 Q4 VS 2008 Q4 
Selling, General and Administrative expenses $11,855  $8,578   38%
SG&A/Revenue %  2.62%  3.29%    

SG&A as a percentage of revenue for the three months ended December 31 decreased to 2.6% in fiscal year 2009 from 3.3% in year 2008.

Income (Loss) from Operations
Fiscal year ended December 31, 2005. It represented a 20% increase from $2.3 million for the2009 compared with fiscal year ended December 31, 2004. A large component2008 and 2007
(USD in thousand) 2009  2008  2007 
Income (Loss) form Operations $47,480  $(29,014) $40,525 
Income from operations reached a record high of $47.5 million compared to an operating loss in 2008 of $29.0 million.

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Three months ended December 31, 2009 compared with three months ended December 31, 2008
   
  Three months ended December 31
  (Unaudited)
(USD in thousand)      Percentage Change
  2009 Q4  2008 Q4 2009 Q4 VS 2008 Q4
Income (Loss) from Operations $1,544  $(30,153) 
Total Other Income (Expense), Net
Fiscal year ended December 31, 2009 compared with fiscal years ended December 31, 2008 and 2007

OTHER INCOME (EXPENSE), NET (USD in thousand) 2009  2008  2007 
Interest Income $3,334  $4,251  $871 
Finance/interest expense $(27,843) $(23,166) $(9,297)
Change in Fair Value of Derivative Liabilities $(33,159) $12,821  $6,236 
Gain from Debt Extinguishment $7,331  $7,169     
Government Grant $3,430         
Loss on Disposal of Fixed Assets $(4,643)        
Income from Investment $4,730  $1,896     
Other Non-operating Income (Expense), net $1,812  $767  $928 
Total other income (expense), net $(45,008) $3,738  $(1,262)
-Finance/interest expense: interest paid on bank loans, early redemption of Notes Receivables, convertible debt and various bank fees.
-Change in fair value of derivation liabilities: related to variation of warrant liability of our convertible debt. This is non-cash, non-operating item. According to GAAP, valuation of our December 2007 convertible promissory notes and common stock purchase warrants must be marked-to-market using a formula, which includes our stock price.
The change in fair value of derivative liabilities for the year ended December 31, 2009 was a loss of $33.2 million compared to a gain of $12.8 million for the same period last year. 
a)  The global disruption in the increase camefinancial markets in the third and fourth quarters of 2008 had a severe negative effect on stock prices worldwide. Because our stock price dropped substantially, as of December 31, 2008, we recorded a $12.8 million gain in the fair value of derivative liabilities in 2008.
b)  We recorded a $4.8 million gain in the fair value of derivative liabilities in 2009 due to the change in our stock price.
c)  $30.0 million of convertible notes was converted to 7,045,274 shares of common stock at a conversion price of $4.2511 in 2009 and we recorded a $28.2 million loss of derivative liability as a result.
d)  On December 24, 2009, we issued 5,555,556 shares of common stock and warrants to purchase 2,777,778 shares of common stock for fund raising. The 1,154,958 existing warrants issued in our December 2007 private placement were increased by 2.3775 times to 3,900,871 shares, and the per share exercise price was reduced from the legal and accounting expenses and investor and public relations charges for the public listed company.$13.51 to $5.00. We recorded a $9.7 million loss of fair value of derivative liabilities as a result.

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Other income (expense)
-Gain from debt extinguishment: debt waiver by Hengda Group, $7.3 million in 2009.
-Government Grant: $3.4 million government compensation for blast furnaces replacement.
-
Loss on disposal of fixed assets, $3.1 million associated with the disposal of old less efficient fixed assets at our Longmen Joint Venture after new blast furnaces were put in use.
-Income from investments: Entities in which we have neither controlling interest nor consolidated results as part of our statements.
-Other non-operating income (expense): $1.8 million rental generated by Daqiuzhuang Metal by leasing its storage space.

Three months ended December 31, 2009 compared with three months ended December 31, 2008
    
  Three months ended December 31 
  (Unaudited) 
OTHER INCOME(EXPENSE), NET (USD in thousand)    Percentage Change 
  
 2009 Q4
  2008 Q4  2009 Q4 VS 2008 Q4 
Interest Income $866  $2,147   -60%
Finance/interest Expense $(9,421) $(4,017)    
Change in Fair Value of Derivative Liabilities $(9,931) $8,052     
Gain from Debt Extinguishment $4,399  $0     
Government Grant            
Loss on Disposal of Fixed Assets            
Income from Investment $1,069  $1,896   -44%
Other Non-operating Expense, net $(502) $(1,152)    
     Total Other Income (Expense), net $(13,520) $6,926     

Net Income Attributable to Controlling Interest
 
Fiscal year ended December 31, 20062009 compared to with fiscal year ended December 31, 2008 and 2007
          
(USD in thousand) 2009  2008  2007 
Income (Loss) Before Provision Income Taxes and Noncontrolling Interest $2,472  $(25,276) $39,263 
LESS: Total Provision for Income Taxes $6,153  $(5,411) $4,836 
           Net Income (Loss) Attributable to the Noncontrolling Interest $21,563  $(8,542) $12,001 
Net Income (Loss) attributable to Controlling Interest $(25,244) $(11,323) $22,426 

Three months ended December 31, 2009 compared with three months ended December 31, 2008
   
  Three months ended December 31
  (Unaudited)
(USD in thousand)      Percentage Change
  2009 Q4  2008 Q4 2009 Q4 VS 2008 Q4
Loss Before Provision Income Taxes and Noncontrolling Interest $(11,976) $(23,227) 
LESS: Total Benefit for Income Taxes $(1,033) $(4,864) 
           Net Income (Loss) Attributable to the Noncontrolling Interest $142  $(8,658) 
Net Loss Attributable to Controlling Interest $(11,085) $(9,705) 

36


(Loss) Earnings per Share
Fiscal year ended December 31, 2005

Interest expense was $2.07 million for the2009 compared with fiscal year ended December 31, 2006, a 20% increase compared to $1.72 million in 2005. This increase was because the outstanding bank loans increased to $30.3 million from $27.1 million as of2008 and 2007
          
(USD in thousand, except EPS) 2009  2008  2007 
Net Income (Loss) Attributable to Controlling Interest $(25,244) $(11,323) $22,426 
             
Weighted Average Number of Shares            
Basic  41,860,238   35,381,210   32,424,652 
Diluted  41,860,238   35,381,210   32,558,350 
             
(Loss) Earnings Per Share            
Basic $(0.603) $(0.320) $0.692 
Diluted $(0.603) $(0.320) $0.689 

Three months ended December 31, 20062009 compared three months ended December 31, 2008
    
  Three months ended December 31 
  (Unaudited) 
(USD in thousand, except EPS)       Percentage Change 
  2009 Q4  2008 Q4  2009 Q4 VS 2008 Q4 
Net Loss Attributable to Controlling Interest $(11,085) $(9,705)   
            
Weighted Average Number of Shares           
Basic  41,860,238   35,381,210   18%
Diluted  41,860,238   35,381,210   18%
             
(Loss) Earnings Per Share            
Basic $(0.265) $(0.274)    

Adjusted Earnings and 2005, respectively. This increase in debt borrowing was mainly used for financing our bulk purchases of raw materials and our credit program to our main customers.Earnings per Share

Our management uses non-GAAP adjusted net earnings to measure the performance of our business internally by excluding non-recurring items as well as non-cash charges related to our convertible promissory notes issued December 13, 2007.  Our management believes that these non-GAAP adjusted financial measures allow us to focus on managing business operating performance because these measures reflect the essential operating activities of the Company and provide a consistent method of comparison to historical periods. We believe that providing the non-GAAP measures that management uses internally to our investors is useful to investors for a number of reasons. The non-GAAP measures provide a consistent basis for investors to understand the Company’s financial performance in comparison to historical periods without variation of non-recurring items and non-operating related charges. In addition, it allows investors to evaluate our performance using the same methodology and information as that used by the management. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment of which charges are excluded from the non-GAAP financial measure. However, our management compensates for these limitations by providing the relevant disclosure of the items excluded.

37

Specifically, in December 2007 we issued convertible promissory notes (“December 2007 Notes”) and common stock purchase warrants (“December 2007 Warrants”) as part of a private placement financing transaction. The convertible feature of the December 2007 Notes and the December 2007 Warrants is considered a derivative and GAAP requires us to value this derivative using a valuation model linked to our stock price, the conversion price and other variables. The period covering the third quarter of 2008 through the third quarter of 2009 saw our stock price reach a high of $15.15 and a low of $1.84. This wide fluctuation in our stock price has created large derivative gains and losses not correlated to the underlying business of the company. The end result is that derivative gain or loss may impact GAAP Net Income to the extent that GAAP Net Income does not reflect the underlying business of the company.  The Adjusted Earnings is calculated by adding derivative loss to GAAP Net Income.

Adjusted Earnings and Earnings per share

Fiscal year ended December 31, 20052009 compared to Fiscalwith fiscal year ended December 31, 20042008 and 2007
Adjusted (Loss) Earnings and Adusted (Loss) Earnings per Share    
(USD in thousands) 2009  2008  2007 
GAAP Net Income (Loss) $(25,244) $(11,323) $22,426 
Change in Fair Value of Derivative Liabilities $(33,159) $12,821  $6,236 
Adjusted Net Income (Loss) $7,915  $(24,144) $16,190 
             
Weighted Average Number of Shares            
Basic  41,860,238   35,381,210   32,424,652 
Diluted  41,860,238   35,381,210   32,558,350 
             
(Loss) Earnings Per Share            
Basic $0.189  $(0.682) $0.499 
Diluted $0.189  $(0.682) $0.497 

OtherThree months ended December 31, 2009 compared three months ended December 31, 2008
    
  Three months ended December 31 
  (Unaudited) 
Adjusted (Loss) Earnings and Adusted (Loss) Earnings per Share       2009 Q4 VS 
(USD in thousands) 2009  2008  2008 Q4 
GAAP Net Loss $(11,085) $(9,705)   
Change in Fair Value of Derivative Liabilities $(9,931) $8,052    
Adjusted Net Loss $(1,154) $(17,757)   
            
Weighted Average Number of Shares           
Basic  41,860,238   35,381,210   18%
Diluted  41,860,238   35,381,210   18%
             
Loss Per Share            
Basic $(0.028) $(0.502)    

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Change in fair value of derivative liabilities and converted make whole expenses associated with the Notes

The change in the fair market value of derivative liabilities and converted make whole expenses associated with the Notes are non-cash items linked to our December 2007 Notes and December 2007 Warrants. We used the proceeds from the sale of the December 2007 Notes and the December 2007 Warrants to finance the acquisition of our largest subsidiary, Longmen Joint Venture.

On December 30, 2009, we sold 5,555,556 shares of our common stock and warrants (“December 2009 Warrants”) to purchase 2,777,778 shares of our common stock in a registered direct offering.

These items are not related to the operational performance of our iron and steel business, but significantly impact our net income (expense)and earnings per share.

Change in fair value of derivative liabilities

According to GAAP, our December 2007 Notes and the December 2007 Warrants are considered derivatives and therefore must be “marked to market.”  Stock price is one of the drivers used to calculate the value of this derivative. Changes in our stock price causes gains or losses to this income statement item.

The change in the fair value of derivative liabilities in 2009 was a loss of $33.2 million compared to a gain of $12.8 million in 2008. The reasons for this change are: we recorded a $4.8 million gain in fair value of derivative liabilities in 2009 due to change in our the stock price; $30.0 million of December 2007 Notes were converted to 7,045,274 shares of common stock at a conversion price of $4.2511 in 2009; we recorded $28.2 million loss of derivative liability; on December 24, 2009, we issued 5,555,556 shares of common stock and 2,777,778 warrants to purchase common stock for fund raising; the shares of common stock issuable upon exercise of existing warrants were increased by 2.3775 times from 1,154,958 to 3,900,871 shares; and the exercise price of the December 2007 Warrants was reduced from $13.51 to $5.00.  We recorded a $9.7 million loss of fair value of derivative liabilities.

Notes converted make whole interest
There is a make whole interest payment clause in our December 2007 Notes. This clause encourages our note holders to convert the December 2007 Notes into our common stock in advance of the note maturity date.  GAAP requires a portion of the notes converted make whole interest expense to be capitalized.

 As of December 31, 2009, $36.7 million of our December 2007 Notes had been converted into our common stock in advance of the note maturity date and resulted in a make whole expense of $2.8 million in 2009. As of December 31, 2009, $3.3 million of the December 2007 Notes remained outstanding. This expense will no longer be incurred once all the December 2007 Notes have been fully converted.
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Quarterly Data

Year Ended December 31, First  Second  Third  Fourth    
(In thousands except per share data) Quarter  Quarter  Quarter  Quarter  
Full Year
  
  Unaudited  Unaudited  Unaudited  Unaudited    
2009               
Revenues $322,794  $408,947  $484,752  $451,953  $1,668,446 
Gross profit $12,922  $22,499  $39,735  $13,399  $88,554 
Net income (Loss) Attributable to Controlling Interest $7,335  $(31,789)  $10,295  $(11,085)  $(25,244) 
Basic Earnings per Share $0.20  $(0.80)  $0.23  $(0.26)  $(0.60) 
Diluted Earnings per Share $0.20  $(0.80)  $0.23  $(0.26)  $(0.60) 
2008                    
Revenues $291,566  $387,029  $411,521  $261,087  $1,351,203 
Gross profit $12,982  $22,869  $(6,348)  $(21,575)  $7,928 
Net income (Loss) Attributable to Controlling Interest $2,188  $ (24,270)  $20,464  $(9,705)  $(11,323) 
Basic Earnings per Share $0.06  $(0.69)  $0.57  $(0.27)  $(0.32) 
Diluted Earnings per Share $0.06  $(0.69)  $0.57  $(0.27)  $(0.32) 
Total Revenue

The revenue increase in 2009 is attributed to the new capacity of the two 1280 cubic meter blast furnaces brought on line in our Longmen Joint Venture. The increased production at the facility of nearly 1.4 million metric tons offset the overall drop in selling price during the year.

The aggregate revenue for 2009 also reflects a full twelve months of operations at our Maoming facility, whereas 2008 reflected only six months of consolidation.

Gross Profit

    Higher gross profit in 2009 came not only from the overall lowering of raw material costs following record highs in the first half of 2008, but also from improved cost control in production, efficiencies in raw material usage with the blast furnaces at Longmen Joint Venture and successfully increasing raw material inventory, especially iron ore, at a relatively low prices throughout the year.

Net Income

    Our income from operations reached a record high in 2009, however our net loss was greater than 2008 due to the loss in fair value of derivative liability and make whole expense. The conversion and exercise prices of the December 2007 Warrants were reset, and about $30 million of December 2007 Notes were converted as well, which resulted in the make whole expense in 2009.

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LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2009, we had cash and cash equivalents aggregating $274.2 million.
For the year ended December 31, 2005 consisted mainly of2009, we used cash flow from continuing operations, borrowings, cash and cash equivalents to fund working capital requirements, pay interest payments, capital expenditures and to make investments.

We believe our cash flows from operations (which include customer prepayment and vendor financing), existing cash balances, and credit facilities will be adequate to finance chargesour working capital requirements, fund capital expenditures, make required debt and interest income. Interest expense was $1.7 million forpayments, pay taxes, and support our operating strategies.

The steel business is capital intensive and we utilize leverage greater than our industry peers which enables us to generate revenue compared to our shareholder equity at a rate higher than our industry peers. We utilize leverage in the year ended December 31, 2005 representing a $0.3 million year-over-year increase. Outstanding bank loans increased to $27.1 millionform of credit from $25.7 million asbanks, vendor financing, customer deposits and others. This blended form of financing reduces our reliance on any single source.

Short-term notes payable

As of December 31, 20052009, we had $254.6 million in short-term notes payables liabilities, which are secured by restricted cash of $192.0 million and 2004, respectively. This increaseother assets. These are lines of credit extended by banks for a maximum of 6 months and used to finance working capital. The short-term notes payables must be paid in debt borrowingfull at maturity and credit availability is mainly driven by management’s decision to increase the working capital for the current operation.
Income taxescontinued upon payment at maturity. There are no additional significant financial covenants.

Fiscal year endedShort-term notes payables are the lowest cost form of financing available in China. We pay zero interest on this type of credit as this is a monetary tool used by China’s central bank to inject liquidity into the Chinese monetary system.

Short-term loans – banks

As of December 31, 2006 compared2009, we had $149.0 million in short-term bank loans. These are bank loans with a one year term and must be paid in full upon maturity. There are no additional significant financial covenants tied to Fiscal year ended December 31, 2005these loans. Chinese banks have not been impacted as heavily by the financial crisis as U.S. banks and we believe our current creditors will renew their lending to us after our loans mature as they have in the past.

We did not carry on any businessare able to repay our short-term notes payables and did not maintain any branch office in the United States during the years ended December 31, 2006 and 2005. Therefore, no provision for withholding or U.S. federal income taxes or tax benefits on our undistributed earnings and/or losses has been made.short-term bank loans upon maturity using available capital resources.

PursuantFor more details about our debts, please see note 8 in our notes to the relevant laws and regulationsfinancial statements.

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Convertible Notes

On December 13, 2007, we entered into a Securities Purchase Agreement (the “December 2007 Securities Purchase Agreement”) with certain institutional investors (the “December 2007 Purchasers”) issuing convertible promissory notes in the People’s Republicprincipal amount of China, Daqiuzhuang Metal,$40 million (the December 2007 Notes, as a Sino-foreign joint venturedefined above), and warrants to purchase 1,154,958 shares of our common stock (the December 2007 Warrants, as define above). The December 2007 Warrants can be exercised to purchase common stock through May 13, 2013 and had an initial exercise price of $13.51 per share, subject to customary anti-dilution adjustments.  The exercise price of the December 2007 Warrants was reduced to $5.00 per share as described in further detail below in “Registered Private Offering and Warrant Reset Agreements.”

The December 2007 Notes bear initial interest at 3% per annum, which is increased each year as specified in the People’s RepublicDecember 2007 Notes, payable semi-annually in cash or shares of China,our common stock. The December 2007 Notes have a five year term through December 12, 2012. They are convertible into shares of our common stock, subject to customary anti-dilution adjustments. The initial conversion price of the December 2007 Notes was $12.47 per share.  We may redeem the December 2007 Notes at 100% of the principal amount, plus any accrued and unpaid interest, beginning December 13, 2008, provided the market price of the common stock is entitledat least 150% of the then applicable conversion price for 30 consecutive trading days prior to the redemption.

The December 2007 Notes are secured by a first priority, perfected security interest in certain shares of common stock of Zuosheng Yu, as evidenced by a pledge agreement. The December 2007 Notes are subject to customary events of default for convertible securities and for a secured financing.

The December 2007 Warrants may be exercised at any time on or after May 13, 2008 until they expire on May 13, 2013.  We filed a Form S-1 registration statement registering the resale by the December 2007 Purchasers of the shares of common stock underlying the December 2007 Notes and the December 2007 Warrants. We were required to file the registration statement on February 11, 2008 but did not file the registration statement until February 13, 2008. We reached an exemptionagreement with all December 2007 Purchasers to waive the related penalty of $0.4 million provided for in the registration rights agreement related to the December 2007 Securities Purchase Agreement.

In connection with the December 2007 transaction, we entered into a voting agreement with Zuosheng Yu, our Chief Executive Officer, and Victory New Holding Limited whereby such shareholders agreed to vote in favor of the approval of this transaction. Certain of our management members also entered into lock-up agreements with us pursuant to which each of such management member agreed not to sell or offer to sell the common stock held by such management member for one year after the initial effective date of the resale Form S-1 Registration Statement described above.

According to the terms of the December 2007 Notes, on May 7, 2009, the conversion price of $12.47 was reset to the market price, which is defined as the lower of $12.47 or the average of the weighted average price of our common stock for 30 consecutive days preceding May 7, 2009.  This resulted in a reset of the conversion price to $4.2511.

42

As of December 31, 2009, $36.7 million of the December 2007 Notes has been converted to common stock. Such conversion has reduced our debt and increased our public float.
The proceeds from the PRC enterprise income tax for two years commencing from its first profitable year. We are approved forsale of the December 2007 Notes and December 2007 Warrants were used to purchase our controlling interest in the Longmen Joint Venture (which provides approximately 92% of our total revenue), thus, this tax benefit and are exempt from income tax for the years ended December 31, 2005 and 2006. We are entitledfinancing played an important role in executing our growth strategy. The acquisition of Longmen Joint Venture was transformational to a 50% income tax reduction for the years ended December 31, 2007, 2008 and 2009.our company.
Fiscal year ended December 31, 2005 compared to Fiscal year ended December 31 2004

We did not carryRegistered Direct Offering and Warrant Reset Agreement

 On December 30, 2009, we sold 5,555,556 shares of our common stock and warrants to purchase 2,777,778 shares of our common stock (the December 2009 Warrants, as defined above) in a registered direct offering.

The December 2009 Warrants represent the right to purchase an aggregate of up to 2,777,778 shares of common stock at an initial exercise price of $5.00 per share. Each such warrant may be exercised at any time on any businessor after six months and did not maintain a branch officeone day following December 30, 2009. Because the December 2009 Warrants are denominated in U.S. dollars and the Company’s functional currency is the Renminbi, and the December 2009 Warrants permit the warrant holder to request cash buy-back in the United States duringevent of a Fundamental Transaction, which includes a significant change in our structure and/or equity, these warrants do not meet the years endedrequirements of accounting standards to be indexed only to our stock.  Accordingly, the December 31, 20052009 Warrants are accounted for at fair value as derivative liabilities and 2004. Therefore, no provision for withholding or U.S. federal income taxes or tax benefits onmarked to market each fiscal period.

On December 24, 2009, the undistributed earnings and/or lossesholders of the Company has been made.December 2007 Warrants entered into Warrant Reset Agreements with us that resulted in the exercise price of the warrants being reduced from $13.51 per share to $5.00 per share and the number of shares of common stock issuable upon exercise of the warrants was increased by 2.3775 times from 1,154,958 to 3,900,871. This loss of fair value as derivative liabilities was booked in 2009 accordingly.

Pursuant to the relevant laws and regulations in the People’s Republic of China, Daqiuzhuang Metal, as a Sino-foreign joint venture in the People’s Republic of China, is entitled to an exemption from the PRC enterprise income tax for two years commencing from its first profitable year. We have been approved for this tax benefit and will be exempt from income tax for the years ended December 31, 2005 and 2006 and 50% income tax reduction for the years ended December 31, 2007, 2008 and 2009.Cash-flow

We have been accruing the income tax every quarter as required by the local tax administrative agencies. Having obtained the approval notice from local tax administrative agency by the end of March 2006, we have decided to reverse the accruals for 2005 income taxes and add them back to the net income.
Liquidity and capital resourcesOperating activities

Due to the strongour unique geographic location and dominant market demand forshare, we enjoy favorable terms from our products, we increased production capacity by adding four new production lines. We plan to maintain a higher-than-average debt to equity ratio to better position itselfcustomers and vendors; customers pay in this fast growing market. The bank loans are considered short term for the purposeadvance and vendors give us credit terms. As of the preparationDecember 31, 2009, customer deposits totaled $212.6 million and accounts payables totaled $206.3 million. Our primary source of the financial statements because they are renewable with the banks every year. Due to the recent joint venture agreement with Baotou Iron and Steel (Group) Co., Ltd., we are reserving cash for the first 30% of its capital contribution, approximately $3.7 million, which needsfunds continued to be paid when the business license for thecash generated from operations (which includes customer prepayments and vendor financing).

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joint venture is issued. Cash balance including restricted cash amounted to $11.1 million and $11.4 million as of December 31, 2006 and 2005.

Accounts Receivable

Accounts receivable were $17.1 million as of December 31, 2006 compared to $993,417 at December 31, 2005. This increase in accounts receivable is mainly due to a change in the company’s collection approach. Starting in the second quarter of 2006, we have gone with a different collection methodology. We implemented a credit sales program for our main customers with whom we have a long-standing business relationship. We now have four new production lines in operation. The management is now taking measures to secure the existing customer base and attract new customers. One of the approaches is to extend credit sales to our major customers and distributors as incentives for buying our products. Extending credit to our major customers and distributors is also in line with a growing industrial trend in this competitive market.

We recognize the revenue when we ship out products and passed the titles of the products to our customers and distributors.  We have increased production capacity since April this year. To enhance sales, we extended short-term credit to our customers and distributors with good reputations and long-term business relationships. We have not experienced any bad debt in these accounts. Also we review our accounts receivable on a regular basis to determine if the bad debt allowance is adequate and we adjust the allowance amount if needed. We believe the accounts receivable are collectible. Never-the-less, to be conservative and prudent in our management practice, as of December 31, 2006, we have decided to reserve $137,132 for bad debts based on our reasonable estimate.
Operating activities

Fiscal year ended December 31, 2006 compared to Fiscal year ended December 31, 2005

Net cash used in operating activities for the fiscal year ended December 31, 2006 was $0.9 million compared to $10.0million provided by operating activities in 2005. This change was mainly due to an increase in accounts receivable and offset by a decrease in advances on inventory purchases. Accounts receivable increased by $15.9 million compared to December 31, 2005. The increase is due to the credit sales we extended to our major customers and distributors as incentives starting from the second quarter of 2006. As the new production lines are now in full operation, approximately 13,000 tons of additional products are now being produced monthly.
Fiscal year ended December 31, 2005 compared to Fiscal year ended December 31, 2004

Net cash provided by operating activities for the yearsyear ended December 31, 20052009 was $10.0$6.5 million compared with $6.9 million used into cash provided by operating activities for 2004. Our net income before minority interest was $4.1of $113.7 million for the year ended December 31, 2005, a $2.7 million or 198% increase compared with2008. This change was mainly due to the previous year. More customer deposits, less inventory and less advances on inventory purchases becamecombination of the major factors of this increase in cash generated by operating activities.following factors:

Investing activities
·
Cash inflow after the adjustments of some non-cash items to the net income such as depreciation and amortization, (gain) loss from debt extinguishment, (gain) loss on disposal of equipment, stock issued for service and compensation, amortization of deferred note issuance cost, amortization of discount on convertible notes, change in fair value of derivative instrument, make whole expense on note conversion, income from investment and deferred tax assets, totaled of $58.9 million;

Fiscal year ended December 31, 2006 compared to Fiscal year ended December 31, 2005
·
Cash outflow resulting from accounts receivables-related parties, other payable-related parties, inventories, advances on inventory purchase-related parties, other payable-related parties, accrued liabilities, customer deposits-related parties and taxes payables, which was $284.6 million, compared to $83.4 million for the same period last year. The increase is mainly due to inventory and other receivables-related parties; and

·
Cash inflow due to the increase in accounts receivable, note receivables, other receivables, advances on inventories purchases, current prepaid expense, non-current prepaid expense, non-current prepaid expense-related parties, accounts payable, accounts payable-related parties, other payables, and customer deposits totaled $232.2 million compared to an inflow for the same period last year of $215.2 million. The increase is mainly due to increase in advances on inventory purchases.

Investing activities

Net cash used in investing activities was $5.9 million for the fiscal year ended December 31, 2006 compared to $7.9 million used in investing activities in the previous year. The cash has been spent on the construction of the new plant.

Fiscal year ended December 31, 2005 compared to Fiscal year ended December 31, 2004

Net cash used in investing activities was $7.9$65.4 million for the year ended December 31, 20052009 compared with $1.2to $206.6 million used in investing activities for the year ended December 31, 2004.2008. This changedecrease in cash outflow is mainly resulted from the increase in notes receivable anddue to fewer equipment purchases. Our customers usually pay forpurchases related to our products with promissory notes issued by the banks that in turn can be used like cash by us to pay for our purchases. We were also building four more production lines next to the existing facility. This construction has been completed as of the statement date. We spent $4.2 million on construction in progress.
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Financing activitiestwo 1,280 cubic meter blast furnaces at Longmen Joint Venture.

Fiscal year ended December 31, 2006 compared to Fiscal year ended December 31, 2005Financing activities

Net cash provided by financing activities was $4.7$126.1 million for the year ended December 31, 20062009 compared to $0.81$62.5 million provided by investing activities offor the previous year. We signed a borrowing agreement with Shenzhen Development Bank to borrow $5,064,000 in the first quarter. The proceeds were mainly used to pay for inventory purchases and the construction of the new plant.
Fiscal year ended December 31, 20052008.

Bank Debt
As of December 31, 2009, our short-term bank loans totaled $149.0 million compared to Fiscal year ended$67.8 million as of December 31, 20042008. Overall our bank borrowing increased utilizing short-term notes payables. As of December 31, 2009, short-term notes payables were $254.6 million which is collateralized by restricted cash of $192.0 million.

Short-term notes payable are lines of credit extended by the banks. When purchasing raw materials, we often issue a short-term note payable to the vendor funded with draw downs on the lines of credit. This short-term note payable is guaranteed by the bank for its complete face value. The banks usually do not charge interest on these notes but require us to deposit a certain amount of cash at the bank as a guarantee deposit which is classified on the balance sheet as restricted cash.

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Non-Bank Debt

As of December 31, 2009, our short-term loans from non bank sources were $122.1 million, compared to $95.2 million as of December 31, 2008.

Some of the loans from non-bank sources are related parties. For a complete description of related parties, see Note 8 to our financial statements below.

Warrants
 
We issued 1,176,665 shares ofIn September 2008, 140,000 warrants were exercised in connection with redeemable preferred stock in a private placement round on September 18, 2005. The stock was issued at $1.50$5.00 per share for an aggregate exercise price of $700,000.

Shelf Registration SEC Form S-3

On October 22, 2009, our shelf registration statement on Form S-3 was declared effective by the Securities and Exchange Commission (SEC). From time to time we may sell common stock, preferred stock, warrants, debt securities, rights and units in one or more offerings, for an aggregate offering price of up to $60 million. We may sell the securities registered on the Form S-3 shelf registration statement to or through underwriters, directly to investors, through agents or any combination of the foregoing.
Each time we offer securities under our Form S-3 shelf registration statement, we will file a prospectus supplement with put rights for us to purchase the shares back at $1.95, eighteen months afterSEC containing more specific information about the closing date. Underparticular offering. The prospectus supplements may also add, update or change information contained in this private offering, we raised total of $1,765,000 which willprospectus. The Form S-3 shelf registration statement may not be used to payoffer or sell securities without a prospectus supplement which includes a description of the method of sale and terms of the offering.

Registered Direct Offering

On December 30, 2009, we sold under our shelf registration statement, an aggregate of 5,555,556 shares of common stock, and warrants to purchase an aggregate of 2,777,778 shares of common stock pursuant to a securities purchase agreement.  The warrants are exercisable beginning six months from the date of issuance for a period of two years from the special steel joint venture with Baotou Steel. This isinitial exercise date, and carry an initial exercise price per share equal to $5.00.  We raised gross proceeds of $25,000,000. The net offering proceeds to us from the main reason attributable tosale of the net cash provided by financing activities.
Compliance with environmental lawssecurities, after deducting placement agents’ fees and regulations
Based on the equipment, technologies and measures adopted, we are not considered a high-pollution factory in China. The production process does not need much water and produces only a minimal amount of chemical pollution. We use gas-fired reheat furnaces recommendedother estimated offering expenses payable by the State Environmental Protection Agency to heat raw materials and semi-finished products.
us, was approximately $23.1 million.  

In 2005, the Daqiuzhuang County ordered an environmental clean-up campaign and required harmless waste water discharge. In order to meet these requirements, we invested $94,190 to remodel our industrial water recycling system to reduce new water consumption and industrial water discharge.

This wastewater recycling system is able to process 350 tons of wastewater daily. We can realize approximately $10,000 savings per year using this system.
 
As for the remodeling of gas furnace and desulphurization of discharged gas, the local government has not posted any control measures currently and we have no plans to proceed with this remodeling until such time regulations are mandated. We believe that future costs relating to environmental compliance will not have a materially adverse effect on the Company’s financial position. There is always the possibility, however, that unforeseen changes, such as new laws or enforcement policies, could result in materially adverse costs.
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Impact of inflation
 
We are subject to commodity price risks arising from price fluctuations in the market prices of the raw materials. We have generally been able to pass on cost increases through price adjustments. However, the ability to pass on these increases depends on market conditions driveninfluenced by the overall economic conditions in China. We manage our price risks through productivity improvements and cost-containment measures. We do not believe that inflation risk is material to our business, our financial position, our results of operations or our cash flows.

Compliance with environmental laws and regulations

Longmen Joint Venture:

Since 2002, our joint venture partner, Long Steel Group, has invested $76 million (RMB580 million) in a series of comprehensive projects to reduce its waste emissions of coal gas, water, and solid waste.  In 2005, it received ISO 14001 certification for its overall environmental management system.  Long Steel Group has received several awards from the Shaanxi provincial government for its increasing effort in environmental protection.

Long Steel Group has spent more than $4.3 million (RMB33 million) on a comprehensive waste water recycling and water treatment system. The 2,000 cubic meter/h treatment capacity system was implemented at the end of 2005. In 2009, 1.1 metric tons of new water was consumed per metric ton of steel produced.

Long Steel Group has one 10,000 cubic meter coke-oven gas tank and one 50,000 cubic meter blast furnace coal gas tank to collect the residual coal gas produced from its own facility and that of surrounding enterprises. Long Steel Group also has a thermal power plant with two 25 Kilowatt dynamos that uses the residual coal gas from the blast furnaces and converters as fuel to generate power.

Long Steel Group also has several plants to further process solid waste generated from the steel making process into useful products such as construction materials, building blocks, porcelain tiles, curb tops, ornamental tiles, etc. The plants are capable of processing 400,000 metric tons of solid waste and generate revenue of more than $2.6 million (RMB20 million) each year.

OFF-BALANCE SHEET ARRANGEMENTS

There were no off-balance sheet arrangements for the 2009 fiscal year.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS 
We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. Throughout our operating history, we have funded our contractual obligations and commercial commitments through financing arrangements and operating cash flow, including but not limited to the operating income, payments collected from the customers in advance and stock issuances.  Below, we have presented a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, orand cash flows.
Off-balance sheet arrangements
There are currently no off-balance sheet arrangements.
Subsequent Events Concerning Our Put Option which Expired on March 1, 2007

Pursuant to a put right granted to the investors in our private placement in September 2005, the investors had the right to request us to repurchase part or all of the 1,176,665 shares of our common stock on March 1, 2007 (the “Repurchase Date”) at a per share price of $1.95 per share. If an investor elected to put the shares back to us on the Repurchase Date, the investor was required to notify us 60 days prior to the Repurchase Date. The aggregate number of shares held by investors elected not to put the shares back to us at a per share price of $1.95 is 176,665 shares.

On March 1, 2007, we received written notification from Matlin Patterson Global Opportunities Partners II L.P. and Matlin Patterson Global Opportunities Partners (Caymans) II L.P. asking us to extend the Repurchase Date until September 1, 2007, and to keep the redemption price unchanged at $1.95 per share. We agreed to this request and extended the Repurchase Date and kept the repurchase price as per their request. The aggregate number of shares held by Matlin Patterson Global Opportunities Partners II L.P. and Matlin Patterson Global Opportunities Partners (Caymans) II L.P. is 1,000,000 shares.
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The following tables summarize our contractual obligations as of December 31, 2009 and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

   Payment due by period 
      Less than       
Contractual obligations Total  1 year  1-3 years  4- 5 years 
   USD in thousands 
Bank loans (1) $149  $149  $-  $- 
Notes payable  255   255   -     
Deposits due to sales representatives  50   50   -   - 
Lease with Bao Gang  660   264   396   - 
Blast Furnace construction  14,550   14,550   -   - 
Purchase of TRT system  4,973   3,315   1,658   - 
Convertible notes ( Principal plus Interest )  5,992   706   5,286   - 
Total $26,629  $19,289  $7,340  $- 

(1) Bank loans in China are either due on demand or more typically within one year. These loans can be renewed with the banks. This amount includes estimated interest payments as well as debt maturities.

As of December 31, 2009, our guarantee of related parties and third parties bank loans, including line of credit, amounted to $192.4 million.

Longmen Joint Venture had $186.5 million guarantees as of December 31, 2009.

 Guarantee  
Nature of amount  
guarantee 
In thousands
 Guaranty period
Importation L/C $17,604 July 2009 to July 2010
Domestic L/C  1,467 July 2009 to July 2010
Bank loan  156,382 Various from March 2009 to December 2010
Notes payable
  11,003 Various from March 2009 to July 2010
Total
 $186,456  

Maoming had $5.9 million guarantees as of December 31, 2009.

 
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 Guarantee  
Nature of  amount  
guarantee
 
In thousands
 Guaranty period
Bank loan
 $5,868 
Various from June 2009 to October 2010

Critical Accounting Policies

Critical Accounting Policies

Management’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies.” Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We believe that the following reflect the more critical accounting policies that currently affect our financial condition and results of operations.

Revenue recognition
We follow the generally accepted accounting principles of the United States regarding revenue recognition. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of us exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as customer deposits. Sales revenue represents the invoiced value of goods, net of value-added tax (VAT). All our products sold in the PRC are subject to a Chinese value-added tax at a rate of 13% to 17% of the gross sales price. This VAT may be offset by VAT paid by us on raw materials and other materials included in the cost of producing the finished product.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in our financial statements include the useful lives of and impairment for property, plant and equipment, potential losses on uncollectible receivables and convertible notes. Actual results could differ from these estimates.

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Derivative Instruments

We entered into the December 2007 Securities Purchase Agreement with the December 2007 Purchasers on December 13, 2007. Pursuant to the December 2007 Securities Purchase, we agreed to sell to the December 2007 Purchasers (i) the December 2007 Notes and (ii) the December 2007 Warrants. As a result of Warrant Reset Agreements entered into with the 2007 Buyers on December 24, 2009, the December 2007 Warrants are now exercisable for 3,900,871 shares of common stock.  Both the December 2007 Warrants and the conversion option embedded in the December 2007 Notes meet the definition of a derivative instrument as per the accounting standard for derivative instruments and hedging activities. Therefore these instruments are accounted for as derivative liabilities and periodically marked-to-market. The change in the value of the derivative liabilities is charged against or credited to income.

Financial instruments

The accounting standard regarding “Disclosures about fair value of financial instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by us. We consider the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. For short-term loans and notes payable, we concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination and repayment and their stated interest rate approximates current rates available.

We also analyze all financial instruments with features of both liabilities and equity under the accounting standard establishing, “accounting for certain financial instruments with characteristics of both liabilities and equity,” the accounting standard regarding “accounting for derivative instruments and hedging activities” and “accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock.” Additionally, we analyze registration rights agreements associated with any equity instruments issued to determine if penalties triggered for late filing should be accrued under accounting standard establishing “accounting for registration payment arrangements.”

Fair value measurements

The accounting standards regarding fair value of financial instruments and related fair value measurement define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosures requirements for fair value measures. The three levels are defined as follow:

Level 1:   inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2:   inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

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Level 3:   inputs to the valuation methodology are unobservable and significant to the fair value.

Our investment in unconsolidated subsidiaries amounted to $20.0 million as of December 31, 2009. Since there is no quoted or observable market price for the fair value of similar long term investment, we then used the level 3 inputs for its valuation methodology. The determination of the fair value was based on the capital investment that we contributed and income from investment. The carrying value of the long term investments approximated the fair value as of December 31, 2009.

In 2007, the conversion feature on the December 2007 Notes, as well as the December 2007 Warrants issued in conjunction with the December 2007 Notes, were carried at fair value. The fair value was determined using the Cox Rubenstein Binomial Model. Because all inputs to the valuation methodology include quoted prices are observable, fair value is carried as level 2 inputs, and the change in earnings was recorded. As a result, the derivative liability is carried on the balance sheet at its fair value.

As of December 31, 2009, the outstanding principal amounted to $3.3 million, and the carrying value of the December 2007 Notes amounted to $1.1 million. We used Level 3 inputs for our valuation methodology for the December 2007 Notes, and their fair values are determined using cash flows discounted at relevant market interest rates in effect at the period close since there is no observable market price. The December 2007 Warrants and their conversion feature are valued by using level 2 inputs to the Binomial Model and we determined that the fair value amounted to approximately $4.9 million due to the decrease in our common stock price.

 Noncontrolling interests

Effective January 1, 2009, we adopted generally accepted accounting principals regarding noncontrolling interests in consolidated financial statements. Certain provisions of this statement are required to be adopted retrospectively for all periods presented. Such provisions include a requirement that the carrying value of noncontrolling interests (previously referred to as minority interests) be removed from the mezzanine section of the balance sheet and reclassified as equity.

Further, as a result of adoption of this accounting standard, net income attributable to noncontrolling interests is now excluded from the determination of consolidated net income. In addition, the foreign currency translation adjustment is allocated between controlling and noncontrolling interests.

As a result, we reclassified noncontrolling interests in the amounts of $72.6 million and $54.3 million from the mezzanine section to equity on December 31, 2009 and December 31, 2008 balance sheets, respectively.

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Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board issued an accounting standard amending the accounting and disclosure requirements for transfers of financial assets. This accounting standard requires greater transparency and additional disclosures for transfers of financial assets and the entity’s continuing involvement with them and changes the requirements for derecognizing financial assets. In addition, it eliminates the concept of a qualifying special-purpose entity (“QSPE”). This accounting standard is effective for financial statements issued for fiscal years beginning after November 15, 2009. We adopted this standard as of December 31, 2009, however, the standard does not have material effect on our consolidated financial statements.

In June 2009, the Financial Accounting Standards Board also issued an accounting standard amending the accounting and disclosure requirements for the consolidation of variable interest entities (“VIEs”). The elimination of the concept of a QSPE, as discussed above, removes the exception from applying the consolidation guidance within this accounting standard. Further, this accounting standard requires a company to perform a qualitative analysis when determining whether or not it must consolidate a VIE. It also requires a company to continuously reassess whether it must consolidate a VIE. Additionally, it requires enhanced disclosures about a company’s involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the company’s financial statements. Finally, a company will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. This accounting standard is effective for financial statements issued for fiscal years beginning after November 15, 2009. We adopted this standard as of December 31, 2009; however, the standard does not have material effect on our consolidated financial statements.

In June 2009, the Financial Accounting Standards Board issued an accounting standard which establishes the FASB Accounting Standards Codification™ (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. All current and subsequent public filings will reference the Codification as the sole source of authoritative literature.

In August 2009, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. We adopted this standard and have determined the standard does not have material effect on our consolidated financial statements.

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In October 2009, the Financial Accounting Standards Board issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. We adopted this standard and has determined the standard does not have material effect on our consolidated financial statements.

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.
In December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. We adopted this standard and have determined the standard does not have material effect on our consolidated financial statements..

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In January 2010, FASB issued ASU No. 2010-02 regarding accounting and reporting for decreases in ownership of a subsidiary.  Under this guidance, an entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary.  Upon deconsolidation of a subsidiary, and entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value.  In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  This ASU clarifies the scope of the decrease in ownership provisions, and expands the disclosures about the deconsolidation of a subsidiary or de-recognition of a group of assets.  This ASU is effective for beginning in the first interim or annual reporting period ending on or after December 31, 2009. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements In January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).This update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements

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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

  
In the normal course of itsour business, we are exposed to market risk or price fluctuations related to the purchase, production or sale of steel products over which we have little or no control. We do not use any derivative commodity instruments to manage the price risk. Our market risk strategy has generally been to obtain competitive prices for itsour products and allow operating results to reflect market price movements dictated by supply and demand. Based upon an assumed 2009 annual production capacity of 200,0006.3 million metric tons, a $1 change in the annual average price would change annual pre-tax profits by approximately $200,000.$6.3 million.
  
Interest Rate Risk
  
At December 31, 2006, OurWe are subject to interest rate risk since our outstanding debts aredebt is short-term and bearbears interest at fixedvariable interest rates and accordingly are not sensitive to changesrates. The future interest expense would fluctuate in interestcase of any change in the borrowing rates. We do not use swaps or other interest rate protection agreements to hedge this risk. We believe our exposure to interest rate risk is not material.

Foreign Currency Exchange Rate Risk
  
Our operating unit,units, Daqiuzhuang Metal, isLongmen Joint Venture, Baotou Steel Pipe Joint Venture and Maoming, are all located in China. The operation purchase,They produce and sell all of their products domestically in the steel products domestically. It isP.R.C. They are subject to the foreign currency exchange rate riskrisks due to the effects of fluctuations in the Chinese Renminbi on revenues and operating costcosts and existing assets or liabilities. General Steel hasWe have not generally used derivative instruments to manage this risk. A 10Generally, a ten percent (10%) decrease in the 2006 average Renminbi exchange rate would result in a $227,218 charge$1.3 million decrease to income.

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ITEM 8. Financial Statements and Supplementary Data.
The consolidated financial statements of General Steel Holdings, Inc., including consolidated balance sheets as of December 31, 2006 and 2005, and consolidated statements of income and other comprehensive income, consolidated statements of stockholders’ equity and consolidated statements of cash flows for the year ended December 31, 2006, 2005 and 2004 and notes to the consolidated financial statements, together with a report thereon of Moore Stephens Wurth Frazer and Torbet, LLP, dated March 10, 2007, are attached hereto as pages F-1 through F-24.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

Not applicable.

ITEM 9A. Controls and Procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the year ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information.

Not applicable
PART III

ITEM 10. Directors and Executive Officers and Corporate Governance.

The following table sets forth the names and ages of our current directors and executive officers, their principal offices and positions and the date each such person became our director or executive officer. Our executive officers are elected annually by the board of directors. Our directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the board of directors. There are no family relationships between any of the directors and executive officers. In addition, there was no arrangement or understanding between any executive officer and any other person pursuant to which any person was selected as an executive officer.

The executive officers are all full time employees of General Steel Holdings, Inc.

The directors and executive officers of General Steel Holdings, Inc. are as follows:
NameAgePositionDate of Appointment
Yu, Zuo Sheng41Director /Chief Executive Officer, Chairman of the Board of Directors10/14/04
Warner, Ross42Director8/24/05
Wong, John39Independent Director8/24/05
Tian, Lian Hui65Independent Director12/20/05

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Chen, John34Director / Chief Financial Officer3/7/05
Wang, Guo Dong65Independent Director3/7/05
Zhao, Sheng Guo46Independent Director3/7/05
Han, Wen Chun41Plant Controller10/14/04
Liu, Yu Wen33Manager of Sales and Purchase Department10/14/04
Yu, Zuo Yan39Manager of Production Department10/14/04
Su, Xiao Gang41Manager of the Human Resources Department01/03/05
In 2006, Zhao Sheng Guo became an independent director and Ross Warner became a director.

Our directors are generally elected until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier resignation or removal. Each director’s term of office is one year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers, directors and persons who own more than 10% of our common stock to file initial reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such executive officers, directors and over 10% stockholders are also required by SEC rules to furnish us with copies of all such forms they file.

Based solely on our review of the copies of such forms we have received, or written representations from certain reporting persons, we believe that, during the year ended December 31, 2006, all executive officers, directors and over 10% stockholders filed on a timely basis all reports required to be filed by them under Section 16(a) with respect to our common stock.

There were no material changes to the procedures in place for our shareholders to use to recommend nominees to our board of directors.

Audit Committee

Our Board has a separately-designated Audit Committee. Our Audit Committee consists of John Wong, Zhao, Sheng Guo and Tian, Lian Hui. Mr. John Wong is the chairman of the Audit Committee. In 2006, the audit committee met periodically and communicated frequently via email and telephone. The audit committee is scheduled to hold four meetings during fiscal year 2007 and will continue to communicate frequently via email and telephone

The primary responsibilities of the Audit Committee are to review the results of the annual audit and to discuss the financial statements, including the independent auditors' judgment about the quality of accounting principles, the reasonableness of significant judgments, the clarity of the disclosures in the financial statements. Additionally, the Audit Committee meets with our independent auditors to review the interim financial statements prior to the filing of our Quarterly Reports on Form 10-Q, recommends to the Board the independent auditors to be retained by us, oversees the independence of the independent auditors, evaluates the independent auditors' performance, receives and considers the independent auditors' comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls, including our system to monitor and manage business risks and legal and ethical compliance programs audit and non-audit services provided to us by our independent auditors, considers conflicts of interest involving executive officers or Board members. Our Board has determined that Mr. Wong is an "audit committee financial expert" as defined by the SEC, and that each member of the Audit Committee is independent.
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None of the following ever occurred to any of our directors and officers.

(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
(2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Family relationships

Mr. Liu, Yu Wen is Mr. Yu, Zuo Sheng's brother in-law, Mr. Yu, Zuo Yan is Mr. Yu, Zuo Sheng's brother.

Biographical information

Mr. Yu, Zuo Sheng, President, Chief Executive Officer and Chairman, joined us in August 2000 and became a Director in August 2000. From April 1986 to February 1992, he was President of Daqiuzhuang Metal Sheet Factory, Tianjin, China. From February 1992 to December 1999, he was General Manager of Sheng Da Industrial Company, Tianjin, China. From November 1999 to March 2001, he was President and Chairman of the Board of Directors of Sheng Da Machinery Manufactory, Tianjin, China. Since February 2001, he is President and Chairman of Board of Directors of Beijing Wendlar Investment Management Group, Beijing, China. Since March 2001, he is President and Chairman of Board of Directors of Baotou Sheng Da Steel Pipe Limited, Inner Mongolia, China and Chairman of Board of Directors of Sheng Da Steel and Iron Mill, Hebei province, China. Since April 2001, he is President and Chairman of Sheng Da Industrial Park Real Estate Development Limited.
Mr. Yu graduated in 1985 from Sciences and Engineering Institute, Tianjin, China. In July 1994, he received Bachelor degree from Institute of Business Management for Officers. Mr. Yu received the title of “Senior Economist” from the Committee of Science and Technology of Tianjin City in 1994. In July 1997, he received a MBA degree from the Graduate School of Tianjin Party University. In April 2003, Mr. Yu, Zuo Sheng held a position as a member of China’s APEC (Asia Pacific Economic Co-operation) Development Council.
Mr. John Chen, Director and Chief Financial Officer. Mr. John Chen joined us in May 2004. He is the Chief Financial Officer and a Director. From August 1997 to July 2003 , he was senior accountant at Moore Stephens Wurth Frazer and Torbet, LLP, Los Angeles, California, USA. He graduated from Norman Bethune University of Medical Science, Changchun city, Jilin province, China in September 1992. He received his B.S. degree in accounting from California State Polytechnic University, Pomona, California, USA in July 1997. He received his California certified public accountant license in August 2002.
Mr. Wang, Guo Dong, Director. Mr. Wang joined us in May 2003. From January 1982 to May 2003, he was professor at Northeast University, Shenyang city, Liaoning province, China. From October 1968 to October 1978, he was the engineer of Anshan Iron and Steel Company, in Anshan city, Liaoning province, China. He received a Master’s Degree in Engineering from Beijing Iron and Steel Research Institute, Beijing, China, in September 1982. He also received a Bachelor’s Degree in Engineering from Northeast University, Shenyang city, Liaoning province, China in September 1966.
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Mr. Zhao, Sheng Guo, Director. Mr. Zhao joined us in March 2003. He is a Director. From June 1995 to June 2003, he was the Chief Technical Officier of Beijing Capital Steel Plate Mill. From March 1988 to June 1995, he was chief engineer of Beijing Capital Steel Plate Mill. From March 1983 to March 1988, he was engineer of Beijing Special Steel Metal Sheet Mill. He received MBA Degree from Northeast University, Shenyang city, Liaoning province, China, in August 2001. He graduated from Beijing Steel Institute in Beijing, China in 1982. He became an independent director for us in 2006.
Mr. Han, Wen Chun, Plant Controller. Mr. Han joined us in October 2000. He is the plant controller. From June 1989 to October 2000, he was the manager of Accounting Department of Sheng Da Industrial Company.
Mr. Liu, Yu Wen, Manager of Sales and Purchase Department. Mr. Liu joined us in August 2000. He is the head of the Sales and Purchasing Department. From October 1991 to August 2000, he was office manager of Daqiuzhuang Metal Sheet Company, Daqiuzhuang, Tianjin, China. In July 1991, he graduated from Jinghai Adult High School, Tianjin, China. He is brother in-law of Mr. Yu, Zuo Sheng.
Mr. Yu, Zuo Yan, Manager of Production Department. Mr. Yu joined us in May, 2000. He is the manager of the Production Department. From July 1989 to May 2000, he was manager of the steel pipe workshop of Daqiuzhuang Steel Pipe Company. From August 1986 to May 1989, he was the technician of Daqiuzhuang Steel Pipe Company. He graduated from Tianjin Polytechnic Institute in August 1986. He is brother of Mr. Yu, Zuo Sheng.
Mr. John Wong, Director. Mr. Wong was elected as the independent director in August 2005. From June 2003 to present, he is the managing partner of Vantage & Associates. From January 2000 to March 2003, he was the director at Deloitte Touche Corporate Finance, Shanghai. From July 1998 to December 1999, he was director of Amrex Capitals. From July 1996 to June 1998, he worked as senior audit manager at Ernest & Young, Hong Kong. Mr. Wong graduated from Melbourne University in 1989. He obtained Independent Directorship Certificate in 2002.
Mr. Ross Warner, Director. Mr. Warner was elected as the independent director in August 2005 and became a director in 2006. From July 2003 to 2006, he was the Chief of Operations at OCDF. From July 2002 to June 2003, he was the country manager for English First in charge of China and Vietnam. From April 2001 to July 2002, he was the non-technical training manager at TTI-China. From July 1998 to December 2000, he worked as the consultant at Info Technology Group, Inc.-Beijing Office. Mr. Ross Warner obtained the master degree from Thunderbird graduate school.
Mr. Tian, Lian Hui, Director. Mr. Tian was elected as the independent director in December 2005. He has held the position of Chairman of COCIM since 1995. COCIM is a software company which designs and implements Office Automation Software, such as ERP system for businesses. He has been the head of the Research Institute of Ministry of Electronic Industry. Mr. Tian has also led several national projects including the design of computer information system for Baoshan Steel. Mr. Tian, 64, graduated from Northeast University with a Masters Degree in Automation Control.

Mr. Su, Xiao Gang, Manager of the Human Resources Department. Mr. Su joined us in March 2005. He is the manager of the Human Resources Department. From July 2002 to March 2005, he was the deputy general manager of Beijing Wendlar Group. From July 1998 to June 2002, he was the general manager of Tianjin Shengda Packaging Co., Ltd. He graduated from Tianjin Institute of Economic Management in 1996.

INDEMNIFICATION

Our articles of incorporation limit the liability of directors to the maximum extent permitted by Nevada law. This limitation of liability is subject to exceptions including intentional misconduct, obtaining an improper personal benefit and abdication or reckless disregard of director duties. Our articles of incorporation and bylaws provide that we may indemnify our directors, officer, employees and other agents to the fullest extent permitted by law. Our bylaws also permit us to secure insurance on behalf of any
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officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the bylaws would permit indemnification. We currently do not have such an insurance policy.

Code of Ethics and Business Conduct

Our Code of Ethics and Business Conduct is available on our website at the following address: http://www.gshi-steel.com/gshi-steel/codeofethics.pdf. Our Code of Ethics and Business Conduct provides information:

·To guide employees so that their business conduct is consistent with our ethical standards;
·To improve the understanding of our ethical standards among customers, suppliers and others outside the Company.

Our Code of Ethics and Business Conduct may also be obtained free of charge by contacting Ross Warner at ross@gshi-steel.com or by phone: 86-10-5879-7346

ITEM 11. Executive Compensation.

Compensation Discussion and Analysis

General Philosophy
Our compensation philosophy is simple. At this point in our growth, we compensate our senior management, which is our CEO and CFO, and all mangers through salary only. We do not now provide a bonus program, equity compensation program, severance benefit program, retirement plan or change in control benefits program. Additionally, we do not have a compensation committee. Our compensation philosophy will likely change when we achieve Phase II of our strategic growth goals.

Current Status
No person in our company earns more than $100,000. Our CEO earns 600,000 RMB (approximately $75,342) and our CFO earns 180,000 RMB (approximately $22,603). We understand these amounts may be generally less than those paid to senior managers by other Chinese companies listed on US stock exchanges. In determining ranges for these salaries, we followed the principal that we are a developing company pursuing a goal to rapidly become a significantly larger company. As such, at this stage of development, we believe it is in our stockholders best interest to reinvest as much profit as possible back into the company. In this way we can reach our growth goal as quickly as possible.

The salary amounts for our CEO and the CFO are determined through individual negotiations: the CFO with the CEO, and the CEO with the Board of Directors. We have not used any industry benchmarking studies to determine these amounts. Their salaries are paid in full, in RMB, in monthly installments and receive the standard salary tax recording treatment. We believe the amounts of these salaries reward, to the best of our ability, our CEO and CFO for their yearly total contributions to the company.

The CEO reviews yearly the work performance of the CFO and lower level managers. In general, the CEO uses subjective criteria to evaluate the work performance. Our CEO has final decision authority on all salary amounts and adjustments, except his own, which the Board of Directors must approve.

The CFO’s salary increased 33% from 2005 to 2006. This increase is attributable to the following:
a)A low starting salary the first year that was agreed to as trial period,
b)A cost of living allowance increase reflecting the extremely fast increase in housing costs in Beijing where our CFO lives.

Desiring to reinvest as much profit as possible back into the company, our CEO has not taken a pay increase since 2003.
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John Wong is an independent director on our board of directors and also serves as the chairman of the remuneration committee for a Singapore stock exchange listed company, CDW Holdings, Ltd. No other member of our board of directors serves on the compensation committee or similar body of a listed company.

The competition for senior management among Chinese companies listed on a US stock exchange is fierce. We compete against companies that are much larger and have greater financial resources with which to attract and retain managers. We do not try to compete for senior management with other companies on the basis compensation. Instead, we seek to attract and retain qualified candidates who embrace our vision, see the long-term potential for the company and are motivated by being pioneers in the field of State Owned Enterprise (SOE) privatization.

We spend a great deal of effort and time communicating our vision to anyone considering working for us. It is vitally important that everyone working for us be committed to our vision and understands our philosophy to grow the company. Our CEO plays an integral role in instilling this vision on an on-going basis with all our staff. Our work culture is very much like that of an entrepreneurial company characterized by high trust, high loyalty and a high personal sacrifice to current financial reward ratio.

We have been successful in recruiting and retaining senior management using our compensation philosophy. Since 2004 when the company became listed on the Nasdaq OTCBB, we have not had any staff resignations among our senior management team. We view this as a validation that we have followed the correct compensation philosophy for this stage in our company’s development.

Executive Compensation

The following table sets forth certain information concerning the compensation paid to our chief executive officer and our other most highly compensated executive officers:
SUMMARY COMPENSATION TABLE
Name and principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
award(s)
($)
 (e)
 Options/
SARs
(#)
(f)
Non-Equity Incentive Plan Compensation
($)
 (g)
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
($)
(h)
All other compensation
($)
(i)
Yu, Zuo Sheng
Chief Executive Officer
2006
RMB 600,000
(approximately USD 75,342)
N/AN/AN/AN/A N/AN/A
2005
RMB 600,000
(approximately USD 73,320)
N/AN/AN/AN/A N/AN/A
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SUMMARY COMPENSATION TABLE
Name and principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
award(s)
($)
 (e)
Options/
SARs
(#)
(f)
Non-Equity Incentive Plan Compensation
($)
 (g)
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
($)
(h)
All other compensation
($)
(i)
2004
 RMB 600,000
(approximately USD 72,600)
N/AN/AN/AN/A N/AN/A
2003
 RMB 600,000
(approximately USD 72,600)
N/AN/AN/AN/A N/AN/A
John Chen
Chief Financial Officer
2006
RMB 180,000
(approximately USD22,603)
N/AN/AN/AN/A N/AN/A
2005
RMB 120,000
(approximately USD 14,664)
N/AN/AN/AN/A N/AN/A
2004
 RMB 70,000
(approximately USD 8,470)
N/AN/AN/AN/A N/AN/A
2003N/AN/AN/AN/AN/AN/AN/A
Han, Wen Chun
Plant Controller
2006
RMB 96,000
(approximately USD 12,055)
N/AN/AN/AN/A N/AN/A
2005
RMB 96,000
(approximately USD 11,731)
N/AN/AN/AN/A N/AN/A
2004
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
2003
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
Su, Xiao Gang
Manager of Human Resources
2006
RMB 96,000
(approximately USD 12,055)
N/AN/AN/AN/A N/AN/A
2005
RMB 96,000
(approximately USD 11,731)
N/AN/AN/AN/A N/AN/A
2004
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
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SUMMARY COMPENSATION TABLE
Name and principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
award(s)
($)
 (e)
Options/
SARs
(#)
(f)
Non-Equity Incentive Plan Compensation
($)
 (g)
Changes in Pension Value and Non-qualified Deferred Compensation Earnings
($)
(h)
All other compensation
($)
(i)
2003
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
Liu, Yu Wen
Manager of Sales Department
2006
RMB 96,000
(approximately USD 12,055)
N/AN/AN/AN/A N/AN/A
2005
RMB 96,000
(approximately USD 11,731)
N/AN/AN/AN/A N/AN/A
2004
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
2003
RMB 45,600
(approximately USD 5,518)
N/AN/AN/AN/A N/AN/A
The board of directors has reviewed the Compensation Discussion and Analysis and based this review recommends that it be included in the 2006 10K.

Respectfully submitted
YU, Zuo Sheng, Chairman of the Board
John Chen
WANG, Guo Dong
ZHAO, Sheng Guo
John Wong
Ross Warner
TIAN, Lian Hui


None of our directors has received any compensation for their services rendered as directors to our company during fiscal year 2006.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSFINANCIAL STATEMENTS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of common stock as of March 30, 2007, by:
·  Each person known to us to own beneficially more than 5%, in the aggregate, of the outstanding shares of our common stock;
·  Each of our directors;
·  Each of our Chairman and Chief Executive Officer and our other four most highly compensated executive officers; and
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·  All of our executive officers and directors as a group.
The number of shares beneficially owned and the percent of shares outstanding are based on 32,444,665 shares outstanding as of March 30, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

We know of no arrangements that may result in a change of control of our company.
Name and address
 
Principal Position Held
 
Shares
Owned(1)
 
Percentage
 
Matlin Patterson Global
Opportunities Partners II L.P.(2)
520 Madison Avenue, New York,
NY 10022-4213
  Not applicable  2,209,083  6.81%
           
Yu, Zuo Sheng
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  President and Chief Executive Officer and Chairman  23,929,500  73.7%
           
Chen, John
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director and Chief Financial Officer  150,000  * 
           
Zhao, Sheng Guo
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director  50,000  * 
           
Warner, Ross
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director  10,000  * 
           
Wong, John
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director  10,000  * 
           
Tian, Lian Hui
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director  0  * 
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Wang, Guo Dong
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Director  0  * 
           
Han, Wen Chun
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Plant Controller  150,000  * 
           
Su, Xiao Gang
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Manager of Human Resources  80,000  * 
           
Liu, Yu Wen
C/o General Steel Holdings, Inc.
Kuntai International Mansion Building, Suite 2315
Yi No. 12 Chaoyangmenwai Avenue
Chaoyang District, Beijing 100020
  Manager of Sales Department  100,000  * 
           
Directors & Executive Officers as Group     26,668,583  82.2%

(1)   Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act securities and includes securities that are convertible into common stock at the owner’s option within 60 days.
(2) The information is based solely on a Schedule 13G filed with the Securities and Exchange Commission by the beneficial owner on September 30, 2005.

* indicates percentages that are below 1%.

ITEM 13. Certain Relationships and Related Transactions.

Certain Relationships and Related Transactions.


Starting from January 1, 2006, we subleased a portion of our land use rights to Tianjin Jing Qiu Steel Company, a related party under common control. The total rent income of 2006 was $1,439,121.

We have four directors that are independent under the independence standards of S-K Item 407(a)(1). They are: John Wong, Wang Guo Dong, Tian Lian Hui and Zhao Sheng Guo.
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ITEM 14. Principal Accounting Fees and Services.

The Board has reappointed Moore Stephens Wurth Frazer and Torbet, LLP as the Company's independent auditors for the year ended December 31, 2007.

Public Accountants' Fees
 2006 2005 
Audit fees $180,000 $180,000 
Audit related fees $- $- 
Tax fees $7,000 $7,000 
All other fees $- $- 

Audit fees were for professional services rendered by Moore Stephens Wurth Frazer and Torbet, LLP during 2006 and 2005 years for the audit of our annual financial statements and the review of our financial statements included in our quarterly reports form 10-Q and services that are normally provided by Moore Stephens Wurth Frazer and Torbet, LLP in the connection with the statutory and regulatory filings. Tax fees involved the preparation of our consolidated tax returns.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
EXHIBIT NO.
DESCRIPTION
1.1Baotou Steel - GSHI Special Steel Joint Venture Agreement dated as of September 28, 2005 by and between Baotou Iron & Steel (Group) Co., Ltd., General Steel Investment Co., Ltd. and Daqiuzhuang Metal Sheet Co., Ltd. (Incorporated by reference to the current report on Form 8-K, filed with the Commission on October 31, 2005)
2.1Agreement and Plan of Merger dated as of October 14, 2004 by and among American Construction Company, General Steel Investment Co., Ltd. and Northwest Steel Company, a Nevada corporation (Incorporated by reference to the current report on Form 8-K/A, filed with the Commission on October 19, 2004)
3.1Articles of Incorporation of General Steel Holdings, Inc. (Incorporated by reference to the registration statement on Form SB-2, filed with the Commission on June 6, 2003)
4.1Subscription Agreement (Incorporated by reference to the registration statement on Form SB-2/A, filed with the Commission on September 12, 2003)
10.1Form of Subscription Agreement (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
10.2Form of Registration Rights Agreement (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
10.3Form of Warrant (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
10.4Form of Lock Box Agreement (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
10.5English translation of the loan between Tianjin Daqiuzhuang Metal Sheet Co., Ltd. to and Yang Pu Automotive Investment Limited (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
10.6Loan Documentation by and between Tianjin Daqiuzhuang Metal Sheet Co., Ltd. and the Agricultural Bank of China (Incorporated by reference to the registration statement on Form S-1, filed with the Commission on June 23, 2006)
21.1List of Subsidiaries of the Registrant.*
31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*
31.2Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*
32.1Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.*
32.2Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.*
SUPPLEMENTARY DATA.
 
* filed herewith.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
General Steel Holdings, Inc.

We have audited the accompanying consolidated balance sheets of General Steel Holdings, Inc. and subsidiaries as of December 31, 20062009 and 2005,2008, and the related consolidated statements of incomeoperations and other comprehensive income, shareholders’changes in equity, and cash flows for each yearof the years in the three-year period ended December 31, 2006. These2009. General Steel Holdings, Inc.’s management is responsible for these consolidated financial statements are the responsibility of the company’s management.statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General Steel Holdings, Inc. and subsidiaries as of December 31, 20062009 and 2005,2008, and the results of theirits operations and theirits cash flows for each of the years in the three-year period ended December 31, 20062009 in conformity with accounting principles generally accepted in the United States of America.
/s/ Moore Stephens Wurth Frazer and Torbet, LLP
Walnut, California
March 10, 2007
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), General Steel Holdings, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2010 expressed an unqualified opinion.
/s/ Frazer Frost, LLP (Successor Entity of Moore Stephens Wurth Frazer and Torbet, LLP, see Form 8-K filed on January 7, 2010)
Brea, California
March 16, 2010
 
F-154



CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
(In thousands, except per share data)

  2009  2008 
       
ASSETS 
       
CURRENT ASSETS:      
Cash $82,118  $14,895 
Restricted cash  192,041   130,700 
Notes receivable  29,185   38,207 
Accounts receivable, net of allowance for doubtful accounts of $490 and $401 as of December 31, 2009 and 2008, respectively  8,525   8,329 
Other receivables, net of allowance for doubtful accounts of $14 and $685 as of December 31, 2009 and 2008, respectively  5,357   5,101 
Other receivables - related parties  32,670   523 
Dividend receivable  2,372   631 
Inventories  208,087   59,549 
Advances on inventory purchases  28,407   47,154 
Advances on inventory purchases - related parties  2,995   2,375 
Prepaid expense - current  692   494 
Prepaid value added tax  19,488   - 
Deferred tax assets  3,341   7,487 
Total current assets  615,278   315,445 
         
PLANT AND EQUIPMENT, net  555,111   491,705 
         
OTHER ASSETS:        
Advances on equipment purchases  7,361   8,965 
Investment in unconsolidated subsidiaries  20,022   13,959 
Prepaid expense - non-current  900   1,195 
Prepaid expense related parties - non-current  158   211 
Long-term deferred expense  2,069   - 
Long-term other receivable  -   4,873 
Intangible assets, net of accumulated amortization  23,733   24,556 
Note issuance cost  406   4,218 
Equipment to be disposed  3,026   587 
Total other assets  57,675   58,564 
         
Total assets $1,228,064  $865,714 
         
LIABILITIES AND EQUITY 
         
CURRENT LIABILITIES:        
Short term notes payable $254,608  $206,040 
Accounts payable  158,126   149,239 
Accounts payable - related parties  48,151   15,327 
Short-term loans - bank  148,968   67,840 
Short-term loans - others  110,358   87,834 
Short-term loans - related parties  11,751   7,350 
Other payables  5,627   3,183 
Other payables - related parties  3,706   677 
Accrued liabilities  10,595   7,779 
Customer deposits  208,765   141,102 
Customer deposits - related parties  3,791   7,216 
Deposit due to sales representatives  49,544   8,149 
Taxes payable  6,921   13,917 
Distribution payable to former shareholders  16,434   18,765 
Total current liabilities  1,037,345   734,418 
         
CONVERTIBLE NOTES PAYABLE, net of debt discount of $2,250 and $26,095 as of December 31, 2009 and 2008, respectively  1,050   7,155 
         
DERIVATIVE LIABILITIES  23,340   9,903 
         
Total liabilities  1,061,735   751,476 
         
COMMITMENTS AND CONTINGENCIES        
         
EQUITY:        
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 3,092,899 shares issued and outstanding as of December 31, 2009 and 2008, respectively  3   3 
Common Stock, $0.001 par value, 200,000,000 shares authorized, 51,618,598 and 36,128,833 shares issued and outstanding as of December 31, 2009 and 2008, respectively  52   36 
Paid-in-capital  95,588   37,128 
Statutory reserves  6,162   4,902 
Retained (deficits) earnings  (16,410)  10,094 
Contribution receivable  -   (960)
Accumulated other comprehensive income  8,336   8,705 
Total shareholders' equity  93,731   59,908 
         
NONCONTROLLING INTERESTS  72,598   54,330 
         
Total equity  166,329   114,238 
         
Total liabilities and equity $1,228,064  $865,714 
 
GENERAL STEEL HOLDINGS INC. AND SUBSIDIARIES
      
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2006 AND 2005
      
ASSETS
     
  2006 2005 
    Restated 
CURRENT ASSETS:     
Cash $6,831,549 $8,648,373 
Restricted cash  4,231,523  2,735,583 
Accounts receivable, net of allowance for doubtful accounts of $137,132       
and $1,371 as of December 31, 2006 and December 31, 2005, respectively  17,095,718  993,417 
Notes receivable  537,946  4,960 
Note receivable - related party  -  2,976,000 
Other receivables  268,784  109,769 
Other receivables - related parties  850,400  - 
Inventories  12,489,290  10,730,941 
Advances on inventory purchases  2,318,344  10,716,293 
Short-term investment  -  37,200 
Prepaid expenses - current  66,837  64,647 
Total current assets  44,690,391  37,017,183 
        
PLANT AND EQUIPMENT, net  26,606,594  18,213,872 
        
OTHER ASSETS:       
Advances on equipment purchases  -  1,053,169 
Prepaid expenses - non current  720,183  669,460 
Intangible assets - land use right, net of accumulated amortization  1,804,440  2,039,532 
Total other assets  2,524,623  3,762,161 
Total assets $73,821,608 $58,993,216 
        
LIABILITIES AND SHAREHOLDERS' EQUITY
       
        
CURRENT LIABILITIES:       
Accounts payable $3,001,775 $823,760 
Short term loans - bank  30,284,686  27,118,800 
Short term notes payable  8,153,520  5,406,400 
Other payables  355,142  69,667 
Other payable - related party  -  980,000 
Accrued liabilities  1,064,012  916,957 
Customer deposits  1,093,602  1,276,536 
Deposits due to sales representatives  2,051,200  1,261,080 
Taxes payable  5,391,602  1,682,330 
Total current liabilities  51,395,539  39,535,530 
        
SHARES SUBJECT TO MANDATORY REDEMPTION  2,179,779  1,720,875 
Total liabilities  53,575,318  41,256,405 
        
MINORITY INTEREST  6,185,797  5,387,026 
        
SHAREHOLDERS' EQUITY:       
Common Stock, $0.001 par value, 75,000,000 shares authorized,       
32,426,665 shares issued and outstanding (including 1,176,665 redeemable shares)  31,250  31,250 
Paid-in-capital  6,871,358  6,871,358 
Retained earnings  4,974,187  4,207,236 
Statutory reserves  1,107,010  840,753 
Accumulated other comprehensive income  1,076,688  399,188 
Total shareholders' equity  14,060,493  12,349,785 
 Total liabilities and shareholders' equity $73,821,608 $58,993,216 
       
       
See report of independent registered public accounting firm.
The accompanying notes are an integral part of these consolidated financial statements.
F-2

 
GENERAL STEEL HOLDINGS INC. AND SUBSIDIARIES
        
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
        
        
  2006 2005 2004 
    Restated   
        
REVENUES $139,494,624 $89,739,899 $87,831,919 
           
COST OF SALES  135,324,190  81,165,850  81,613,187 
           
GROSS PROFIT  4,170,434  8,574,049  6,218,732 
           
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  2,421,285  2,781,070  2,316,699 
           
INCOME FROM OPERATIONS  1,749,149  5,792,979  3,902,033 
           
OTHER INCOME (EXPENSE), NET  82,830  (1,680,842) (1,616,377)
           
INCOME BEFORE PROVISION FOR INCOME TAXES  1,831,979  4,112,137  2,285,656 
AND MINORITY INTEREST          
           
PROVISION FOR INCOME TAXES  -  -  906,277 
           
NET INCOME BEFORE MINORITY INTEREST  1,831,979  4,112,137  1,379,379 
           
LESS MINORITY INTEREST  798,771  1,371,918  464,381 
           
NET INCOME  1,033,208  2,740,219  914,998 
           
FOREIGN CURRENCY TRANSLATION GAIN  677,500  399,188  - 
           
COMPREHENSIVE INCOME $1,710,708 $3,139,407 $914,998 
           
WEIGHTED AVERAGE NUMBER OF SHARES  31,250,000  31,250,000  30,259,644 
           
EARNING PER SHARE, BASIC AND DILUTED $0.03 $0.09 $0.03 
          
          
See report of independent registered public accounting firm.
55


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE (LOSS) INCOME
(In thousands, except per share data)

  
For the years ended December 31,
 
  2009  2008  2007 
REVENUES $1,202,708  $1,004,848  $416,901 
             
REVENUES - RELATED PARTIES  465,738   346,355   355,539 
             
TOTAL REVENUES  1,668,446   1,351,203   772,440 
             
COST OF REVENUES  1,139,630   999,318   389,615 
             
COST OF REVENUES - RELATED PARTIES  440,262   343,957   326,136 
             
TOTAL COST OF REVENUES  1,579,892   1,343,275   715,751 
             
GROSS PROFIT  88,554   7,928   56,689 
             
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  41,074   36,942   16,164 
             
INCOME (LOSS) FROM OPERATIONS  47,480   (29,014)  40,525 
             
OTHER INCOME (EXPENSE), NET            
Interest income  3,334   4,251   871 
Finance/interest expense  (27,843)  (23,166)  (9,297)
Change in fair value of derivative liabilities  (33,159)  12,821   6,236 
Gain from debt extinguishment  7,331   7,169   - 
Government grant  3,430   -   - 
Loss on disposal of fixed assets  (4,643)  -   - 
Income from equity investments  4,730   1,896   - 
Other non-operating income, net  1,812   767   928 
Total other (expense) income, net  (45,008)  3,738   (1,262)
             
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND NONCONTROLLING INTEREST  2,472   (25,276)  39,263 
             
PROVISION (BENEFIT) FOR INCOME TAXES            
Current  2,155   1,424   5,225 
Deferred  3,998   (6,835)  (389)
Total provision (benefit) for income taxes  6,153   (5,411)  4,836 
             
NET (LOSS) INCOME BEFORE NONCONTROLLING INTEREST  (3,681)  (19,865)  34,427 
             
Less: Net income (loss) attributable to noncontrolling interest  21,563   (8,542)  12,001 
             
NET (LOSS) INCOME ATTRIBUTABLE TO CONTROLLING INTEREST  (25,244)  (11,323)  22,426 
             
OTHER COMPREHENSIVE INCOME (LOSS) :            
Foreign currency translation adjustments  (369)  5,420   1,656 
Comprehensive income (loss) attributable to noncontrolling interest  303   3,654   (978)
             
COMPREHENSIVE (LOSS) INCOME $(25,310) $(2,249) $23,104 
             
WEIGHTED AVERAGE NUMBER OF SHARES            
Basic  41,860,238   35,381,210   32,424,652 
Diluted  41,860,238   35,381,210   32,558,350 
             
(LOSS) EARNINGS PER SHARE            
Basic $(0.60) $(0.32) $0.69 
Diluted $(0.60) $(0.32) $0.69 
The accompanying notes are an integral part of these consolidated financial statements.
F-3

 
GENERAL STEEL HOLDINGS INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
                  
                  
  Common Stock   Retained Earnings   Accumulated other   
  Number Par Paid-in Statutory   Subscriptions comprehensive   
  of shares Value capital reserves Unrestricted receivable income Totals 
                  
BALANCE, January 1, 2004  30,000,000 $30,000 $6,872,433 $- $1,392,772 $(10,000)$- $8,285,205 
                          
Net income              914,998        914,998 
Adjustment to statutory reserve           154,794  (154,794)       - 
Cash for subscriptions receivable                 10,000     10,000 
Stock issued for services  35,000  35  140              175 
Reverse acquisition  1,215,000  1,215  (1,215)                         - 
BALANCE, December 31, 2004 (restated)  31,250,000 $31,250 $6,871,358 $154,794 $2,152,976 $- $- $9,210,378 
                          
Net income              2,740,219        2,740,219 
Adjustment to statutory reserve           685,959  (685,959)       - 
Foreign currency translation gain                                      399,188  399,188 
BALANCE, December 31, 2005 (restated)  31,250,000 $31,250 $6,871,358 $840,753 $4,207,236 $- $399,188 $12,349,785 
                          
Net income              1,033,208        1,033,208 
Adjustment to statutory reserve           266,257  (266,257)       - 
Foreign currency translation gain                                     677,500  677,500 
BALANCE, December 31, 2006  31,250,000 $31,250 $6,871,358 $1,107,010 $4,974,187 $- $1,076,688 $14,060,493 
                         
                         
See report of independent registered public accounting firm.
56


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In thousands, except per share data)

                 Accumulated       
  
Preferred stock
  
Common stock
     
Retained earnings (deficits)
     other       
              Paid-in  Statutory     Contribution  comprehensive  Noncontrolling    
  
Shares
  
Par value
  
Shares
  
Par value
  
capital
  
reserves
  
Unrestricted
  
receivable
  
income
  
interests
  
Totals
 
                                  
BALANCE, January 1, 2008  3,092,899  $3   34,634,765  $35  $23,429  $3,632  $22,687  $(960) $3,285  $43,322  $95,433 
                                             
Net loss                          (11,323)          (8,542)  (19,865)
Adjustment to statutory reserve                      1,270   (1,270)              - 
Common stock issued for compensation, $7.16          76,600   0.08   548                       548 
Common stock issued for compensation, $10.43          150,000   0.15   1,564                       1,564 
Common stock issued for compensation, $6.66          87,400   0.09   582                       582 
Common stock issued for compensation, $10.29          90,254   0.09   929                       929 
Common stock issued for consulting fee, $3.60          100,000   0.10   360                       360 
Common stock issued for public relations, $3.60          25,000   0.03   90                       90 
Common stock issued for compensation, $3.50          87,550   0.09   306                       306 
Common stock transferred by CEO for compensation, $6.91                  207                       207 
Common stock issued at $5/share          140,000   0.14   700                       700 
Acquired noncontrolling interest                                      15,896   15,896 
Notes converted to common stock          541,299   0.54   6,103                       6,104 
Make whole shares issued on notes conversion          195,965   0.18   2,310                       2,310 
Foreign currency translation adjustments                                  5,420   3,654   9,074 
                                             
BALANCE, December 31, 2008  3,092,899  $3   36,128,833  $36  $37,128  $4,902  $10,094  $(960) $8,705  $54,330  $114,238 
                                             
Net loss attributable to controlling interest                          (25,244)              (25,244)
Net income attributable to noncontrolling interest                                      21,563   21,563 
Disposal of subsidiaries                                      (293)  (293)
Distribution of dividend to noncontrolling shareholders                                      (3,305)  (3,305)
Adjustment to statutory reserve                      1,260   (1,260)              - 
Common stock issued for compensation          596,650   0.77   1,875                       1,876 
Common stock issued for interest payments          196,305   0.20   745                       745 
Common stock issued for repayment of debt, $6.00          300,000   0.30   1,800                       1,800 
Notes converted to common stock          7,045,274   7.05   32,072                       32,079 
Make whole shares issued on notes conversion          1,795,977   1.80   7,085                       7,087 
Common stock transferred by CEO for compensation, $6.91                  276                       276 
Reduction of registered capital                              960           960 
Common stock issued for private placement          5,555,556   5.56   14,607                       14,613 
Foreign currency translation adjustments                                  (369)  303   (66)
                                             
BALANCE, December 31, 2009  3,092,899  $3   51,618,595  $52  $95,588  $6,162  $(16,410) $-  $8,336  $72,598  $166,329 
The accompanying notes are an integral part of these consolidated financial statements.
F-4

 
GENERAL STEEL HOLDINGS INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
        
  2006 2005 2004 
    (Restated) (Restated) 
CASH FLOWS FROM OPERATING ACTIVITIES:       
Net income $1,033,208 $2,740,219 $914,998 
Adjustments to reconcile net income to cash          
provided by (used in) operating activities:          
Minority Interest  798,771  1,371,918  464,380 
Depreciation  1,619,267  1,053,976  968,332 
Amortization  297,933  289,938  287,090 
Loss on disposal of equipment  28,137  25,992  22,947 
Stock issued for services  -  -  175 
Interest expense accrued on mandatory redeemable stock  458,904  114,724  - 
Allowance for bad debt  132,895  -  328 
(Increase) decrease in assets:          
Accounts receivable  (15,871,902) (451,095) (68,085)
Notes receivable  (521,888) 373,785  813,899 
Other receivables  (152,111) 108,860  113,366 
Other receivables - related parties  (850,400) -  459,800 
Inventories  (1,366,266) 2,378,597  (8,024,646)
Advances on inventory purchases - related parties  -  -  1,021,824 
Advances on inventory purchases  8,581,191  3,042,837  (5,638,504)
Prepaid expense - current  -  (63,709) - 
Prepaid expense - non current  44,559  (659,742) - 
Increase (decrease) in liabilities:          
Accounts payable  2,106,005  523,624  (1,085,136)
Other payables  135,275  (364,090) 191,802 
Other payable - related party  (980,000) (10,000) 1,011,012 
Accrued liabilities  259,000  506,214  332,876 
Customer deposits  (221,532) (771,235) 1,095,153 
Taxes payable  3,577,364  (240,347) 223,773 
 Net cash (used in) provided by operating activities  (891,590) 9,970,466  (6,894,616)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Restriced cash  (1,374,495) 861,897  (1,501,110)
Notes receivable - related party  3,013,680  (2,932,800) - 
Proceeds from short term investment  37,671  -  (24,200)
Deposits due to sales representatives  732,073  (1,222) 369,050 
Advance on equipment purchases  1,066,504  (1,037,881) - 
Additions to prepaid land use rights  (72,031) -  - 
Additions to equipment  (2,401,860) (627,941) (253,426)
Additions to construction in progress  (6,865,560) (4,169,895) - 
Cash proceeds from sale of equipment  -  8,552  226,158 
 Net cash used in investing activities  (5,864,018) (7,899,290) (1,183,528)
           
CASH FLOWS FINANCING ACTIVITIES:          
Borrowings on short term loans - bank  29,663,401  31,967,520  28,072,000 
Payments on short term loans - bank  (27,462,159) (31,246,540) (16,129,300)
Borrowings on short term notes payable  7,986,252  11,266,840  25,071,200 
Payments on short term notes payable  (5,474,852) (12,782,120) (25,004,650)
Cash received on stock issuance  -  -  10,000 
Cash received on issuance of mandatory redeemable stock  -  1,606,151  - 
 Net cash provided by financing activities  4,712,642  811,851  12,019,250 
          
EFFECTS OF EXCHANGE RATE CHANGE IN CASH  226,142  217,536  - 
           
(DECREASE) INCREASE IN CASH  (1,816,824) 3,100,563  3,941,106 
CASH, beginning of year  8,648,373  5,547,810  1,606,704 
CASH, end of year $6,831,549 $8,648,373 $5,547,810 
          
          
See report of independent registered public accounting firm.
57


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
(In thousands, except per share data)

  2009  2008  2007 
CASH FLOWS FROM OPERATING ACTIVITIES:         
Net (loss) income attributable to controlling interest $(25,244) $(11,323) $22,426 
Net income (loss) attributable to noncontrolling interest  21,563   (8,542)  12,001 
Consolidated net (loss) income  (3,681)  (19,865)  34,427 
Adjustments to reconcile net (loss) income to cash provided by operating activities:            
Depreciation  32,102   21,506   9,740 
Amortization  1,005   908   597 
Gain on debt extinguishment  (7,331)  (7,169)  - 
Bad debt allowance (write-off)  (714)  704   2 
Inventory allowance  (1,533)  2,204   - 
Loss (gain) on disposal of equipment  1,213   (598)  10 
Stock issued for services and compensation  1,639   2,723   596 
Interest expense accrued on mandatory redeemable stock  -   -   114 
Make whole shares interest expense on notes conversion  2,892   2,310   - 
Income from investment  (4,730)  (1,896)  - 
Amortization of Professional Fee-Consulting Fee  424   -   - 
Amortizaiton of deferred notes issuance cost and discount on covertible notes.  60   833   189 
Change in fair value of derivative instrument  33,159   (12,821)  (6,236)
Change in deferred tax assets  4,403   (6,937)  (384)
Changes in operating assets and liabilities:            
Notes receivable  9,017   (33,064)  (9,492)
Accounts receivable  19,526   2,091   16,248 
Accounts receivable - related parties  (19,604)  (18,275)  (543)
Other receivables  5,253   (4,124)  (453)
Other receivables - related parties  (49,637)  2,423   (990)
Loan receivable  -   1,297   (1,185)
Inventories  (146,914)  29,220   (8,854)
Advances on inventory purchases  52,655   19,916   (45,013)
Advances on inventory purchases - related parties  (13,341)  7,814   (9,550)
Prepaid expense  393   401   (880)
Accounts payable  10,421   11,975   88,356 
Accounts payable - related parties  55,445   44,725   13,736 
Other payables  13,010   (1,752)  823 
Other payables - related parties  (13,346)  (1,482)  (76,864)
Accrued liabilities  (825)  214   2,440 
Customer deposits  66,465   95,132   2,560 
Customer deposits - related parties  (13,569)  (2,287)  8,847 
Taxes payable  (27,332)  (22,443)  20,800 
Net cash provided by operating activities  6,525   113,683   39,041 
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Increase in long term investment  (6,597)  -   (790)
Increase in investment payable  -   -   6,320 
Dividend receivable  (1,727)  -   - 
Cash proceeds from sale of subsidiaries  4,912   2,782   509 
Deposits due to sales representatives  41,370   4,782   840 
Advances on equipment purchases  1,604   (8,029)  (713)
Cash proceeds from sale of equipment  7,231   598   63 
Long term other receivable  -   (4,788)  - 
Equipment purchase  (112,011)  (194,399)  (21,524)
Intangible assets purchase  (183)  (245)  - 
Payment to the original shareholders  -   (7,290)  - 
Net cash used in investing activities  (65,401)  (206,589)  (15,295)
             
CASH FLOWS FINANCING ACTIVITIES:            
Restricted cash  (61,303)  (87,121)  237 
Notes receivable - restricted  -   13,158   - 
Dividend payable  (2,343)  (815)  - 
Borrowings on short term loans - bank  174,290   71,057   56,813 
Payments on short term loans - bank  (93,212)  (103,641)  (53,112)
Borrowings on short term loans - related parties  4,398   7,222   - 
Payments on short term loans - related parties  -   (7,693)  (17)
Borrowings on short term loans - others  159,296   87,207   5,230 
Payments on short term loans - others  (126,650)  (53,031)  (12,640)
Borrowings on short term notes payable  636,136   335,870   14,563 
Payments on short term notes payable  (587,598)  (200,416)  (38,211)
Cash received on stock issuance  23,090   700   - 
Cash received from issuance of convertible note      -   36,856 
Cash contribution received from minority shareholders      -   790 
Cash received from warrants conversion      -   5,300 
Payment to minority shareholders      -   (2,814)
Net cash provided by financing activities  126,104   62,497   12,995 
             
EFFECT OF EXCHANGE RATE CHANGE ON CASH  (5)  1,591   140 
             
INCREASE (DECREASE) IN CASH  67,223   (28,818)  36,881 
             
CASH, beginning of period  14,895   43,713   6,832 
             
CASH, end of period $82,118  $14,895  $43,713 
The accompanying notes are an integral part of these consolidated financial statements.
F-5

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 1 - Background

The Company was established on August 5, 2002, and, through its subsidiary in China, engages in the manufacturing of hot rolled carbon and silicon steel sheets which are mainly used on tractors, agricultural vehicles and in other specialty markets. The Company sells its products through both retailers and wholesalers.

On October 14, 2004, American Construction Company, General Steel Investment Co., Ltd. (General Steel) and Northwest Steel Company, a Nevada corporation, entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which American Construction Company acquired General Steel, and it’s 70% ownership in its subsidiary Daqiuzhuang Metal Sheet Co., Ltd. (Daqiuzhuang Metal) in exchange for shares of the Company’s common stock, of which 22,040,000 shares was a new issuance by the Company, and 7,960,000 shares are from certain shareholders of the Company, which in aggregate, constituted 96% of the total issued and outstanding shares of the Company.

Under the terms of the Agreement, General Steel will remain a 100% owned subsidiary of the Company. The transaction contemplated by the Agreement was intended to be a “tax-free" reorganization pursuant to the provisions of Section 351 and 368(a) (1) (A) of the Internal Revenue Code of 1986, as amended. The stockholders of General Steel, as of the closing date of the merger own approximately 96% of the Company's common stock outstanding as of October 15, 2004 (excluding any additional shares to be issued on outstanding options, warrants and other securities convertible into common stock).

The accounting for these transactions is identical to that resulting from a reverse-acquisition, except that no goodwill or other intangible assets is recorded. Accordingly, the financial statements of General Steel Investment Co., Ltd. are the historical financial statements of the Company, formerly the operations of Daqiuzhuang Metal Sheet Co., Ltd.

Based on the Company's Plan of Merger with General Steel Investment Co., Ltd., the Board of Directors determined to change the Registrant's fiscal year end from January 31 to December 31.

Daqiuzhuang Metal Sheet Co., Ltd. (referred to as Daqiuzhuang Metal) was established on August 18, 2000 in Jinghai county, Tianjin city, Hebei province, the People’s Republic of China (PRC). The Articles of Corporation provides for a 10 year operating term beginning on August 18, 2000 with registered capital of $ 9,583,200.

The Company is a Chinese registered limited liability company with a legal structure similar to a limited liability company organized under state laws in the United States of America. There is no discriminatory provision for the minority shareholders and the 30% shareholders will receive their distribution of retained earnings according to their ownership percentage in Daqiuzhuang Metal.

Note 2 - Restatement of financial statements

The Company restated its consolidated financial statements for 2005 and 2004 for corrections in accounting which included:
 
See report of independent registered public accounting firm.
F-658

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006

1.Restating the carrying amount of redeemable stock issued in 2005 and amortizing the difference between redemption amount and fair value as interest expense over the 18 months period from issuance date using an implied interest rate in accordance with SFAS 150. The amount originally recorded as liability was discounted at an average market rate with the difference between the discounted amount and the cash received being treated as reduction in paid-in-capital and the difference between discounted amount and redemption value to be amortized over the 18 months from issuance. In addition, certain disclosures in notes 3 and 18 to the consolidated financial statements were restated to reflect the correction. The effects of this restatement are as follows:
Consolidated balance sheets       
  December 31,   December 31, 
  2005   2005 
  Previously     
  Reported Adjustments Restated 
Shares subject to mandatory redemption $2,115,906 $(395,031)$1,720,875 
Paid-in capital $6,395,617 $475,741 $6,871,358 
Retained Earnings $4,287,946 $(80,710)$4,207,236 
           
Consolidated statements of income and other comprehensive income          
           
Other (expenses) income, net $(1,600,132)$(80,710)$(1,680,842)
Net income $2,820,929 $(80,710)$2,740,219 
Comprehensive income $3,220,117 $(80,710)$3,139,407 
           
Consolidated statements of cash flows          
           
Interest expense accrued on          
mandatory redeemable stock $34,014 $80,710 $114,724 
2.Reclassifying Advances on equipment purchases to Other Assets - non-current from current assets on the 2005 balance sheet
3.Reclassifying certain amounts on the statements of cash flows for 2005 and 2004 as follows:

a.Reclassified accrued interest expense accrued on mandatory redeemable stock from financing activities to operating activities
b.Reclassified notes receivable from investing activities to operating activities since it is related to inventory sales
c.Separated restricted cash from cash and classified restricted cash in investing activities
d.Reclassified deposits due to sales representatives and advances on equipment purchases from operating activities to investing activities
See report of independent registered public accounting firm.
F-7

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 2006
4.Restating borrowings and payments on short term loan - bank and short term notes payable on a gross basis vs. net basis as previously reported
2009

Note 3 -1 – Background

General Steel Holdings, Inc. (the “Company”) was incorporated on August 5, 2002 in the state of Nevada. The Company through its 100% owned subsidiary, General Steel Investment, operates a portfolio of steel companies serving various industries in the People’s Republic of China (“PRC”). The Company presently has four production subsidiaries: General Steel (China) Co. Ltd. (f/k/a Tianjin Daqiuzhuang Metal Co. Ltd.) (“Daqiuzhuang Metal”), Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd., (“Baotou Steel Pipe Joint Venture”), Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”), and Maoming Hengda Steel Group Co., Ltd. (“Maoming”). The Company’s main operation is manufacturing and sales of steel products such as rebar, hot-rolled carbon and silicon sheets and spiral-weld pipes.

Note 2 – Summary of significant accounting policies

Basis of presentation

The consolidated financial statements of General Steel Holdings, Inc.the Company reflect the activities of the following directly and indirectly owned subsidiaries:

Percentage
Subsidiary 
Pecentage Of ofOwnership
General Steel Investment Co., Ltd.British Virgin Islands 100.0%100.0%
Tianjin Daqiuzhuang Metal SheetGeneral Steel (China) Co., Ltd.P.R.C.PRC 70.0%100.0%
Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd.PRC80.0%
Yangpu Shengtong Investment Co., Ltd.PRC99.1%
Qiu Steel Investment Co., Ltd. (“Qiu Steel”)PRC98.7%
Shaanxi Longmen Iron and Steel Co. Ltd.PRC60.0%
Maoming Hengda Steel Group Co., Ltd.PRC99.0%

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statementsAmerica and include the accounts of General Steel Investment Co., Ltdall directly and Tianjin Daqiuzhuang Metal Sheet Co., Ltd (collectively the "Company").indirectly owned subsidiaries listed above. All material intercompany transactions and balances have been eliminated in the consolidation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the fair value of financial instruments, the useful lives of and impairment for property, plant and equipment, and potential losses on uncollectible receivables. Actual results could differ from these estimates.

Concentration of risks

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

See report of independent registered public accounting firm.

59


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Revenue recognitionCash includes cash on hand and demand deposits in accounts maintained with banks within PRC, Hong Kong and the United States. Total cash (including restricted cash balances) in these banks on December 31, 2009 and 2008 amounted to $274.2 million and $145.6 million, respectively. As of December 31, 2009, $22.5 million was covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

The Company recognizeshad five major customers, which represented approximately 29%, 34% and 59% of the Company’s total sales for the years ended December 31, 2009, 2008 and 2007, respectively. Five customers accounted for 0%, 1% and 0% of total accounts receivable as of December 31, 2009, 2008 and 2007, respectively.

The purchases of raw materials from five major suppliers represented approximately 42%, 30% and 40% of Company’s total purchases for the years ended December 31, 2009, 2008 and 2007, respectively. Five vendors accounted for 10%, 7% and 11% of total accounts payable as of December 31, 2009, 2008 and 2007, respectively.

Revenue recognition

The Company follows the generally accepted accounting principles in the United States regarding revenue recognition. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the goodsprice is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are delivered and title has passed.recorded as customer deposits. Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing theirthe finished product.

Foreign currency translation and other comprehensive income

The reporting currency of the Company is the US dollar. The Company uses theirthe local currency, Renminbi (RMB), as theirits functional currency. Results of operations and cash flow are translated at average exchange rates during the period, and assetsAssets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period.

Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’changes in equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Translation adjustments resulting from this process are included in accumulated other comprehensive income in the consolidated statement of shareholders' equity and amounted to $677,500, $399,188$8.3 million and $0$8.7 million as of December 31, 2006, 20052009 and 2004,2008, respectively. The balance sheet amounts, with the exception of equity at December 31, 20062009 and 20052008 were translated at 7.806.82 RMB and 6.82 RMB to $1.00, USD and 8.06 RMB, respectively.
See report of independent registered public accounting firm.
F-8

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The equity accounts were stated at their historical rate. The average translation rates applied to income statement accounts for the years ended December 31, 2006, 20052009, 2008 and 20042007 were 7.966.82 RMB, 8.187.07 RMB and 8.267.59 RMB, respectively. Cash flows are also translated at average translation rates for the period, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.

Plant and equipment, netSee report of independent registered public accounting firm.

60


PlantGENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Financial instruments

The accounting standards regarding fair value of financial instruments and equipmentrelated fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, accounts receivable, other receivables, accounts payable and accrued liabilities, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization. For short term loans and notes payable, the Company concluded the carrying values are a reasonable estimate of fair value because of the short period of time between the origination and repayment and their stated interest rate approximates current rates available.

The Company analyzes all financial instruments with features of both liabilities and equity, pursuant to which the Company’s warrants were required to be recorded as a liability at fair value and marked to market each reporting period.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

·Level 1   inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

·Level 2   inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

·Level 3   inputs to the valuation methodology are unobservable and significant to the fair value.

The Company’s investment in unconsolidated subsidiaries amounted to $20.0 million as of December 31, 2009. Since there is no quoted or observable market price for the fair value of similar long term investments, the Company then used the level 3 inputs for its valuation methodology. The determination of the fair value was based on the capital investment that the Company contributed and income from investment. The carrying value of the long term investments approximated the fair value as of December 31, 2009.

In December 2007, the Company issued convertible notes totaling $40 million (“Notes”) and 1,154,958 warrants. In December 2009, the Company issued 2,777,778 warrants in connection with a registered direct offering.  The aforementioned warrants and the conversion option embedded in the Notes meet the definition of a derivative instrument in the accounting standards. Therefore these instruments are accounted for as derivative liabilities and marked-to-market each reporting period. The change in the value of the derivative liabilities is charged against or credited to income.  The fair value was determined using the Cox Rubenstein Binomial Model, defined in the accounting standard as level 2 inputs, and recorded the change in earnings. As a result, the derivative liabilities are carried on the consolidated balance sheet at their fair value.

As of December 31, 2009, the outstanding convertible note principal amounted to $3.3 million, and the carrying value of the convertible note amounted to approximately $1.1 million. Company used Level 3 inputs for its valuation methodology for the convertible note, and their fair values are determined using cash flows discounted at relevant market interest rates in effect at the period close since there is no observable market price.

See report of independent registered public accounting firm.

61


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

(in thousands)
 
Carrying Value as of
December 31, 2009
 
Fair Value Measurements at December 31,
2009 Using Fair Value Hierarchy
 
    Level 1 Level 2  Level 3 
Long term investments $20,022      $20,022 
Derivative liabilities $23,340   $23,340     
Convertible notes payable $1,050       $ 820 

Except for the investments, convertible notes payable and derivative liabilities, the Company did not identify any other assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with the accounting standard.

Level 3 Valuation Reconciliation:
  
Long term
Investment
 
  
(in thousands)
 
Balance, December 31, 2008 $13,959 
Current period additional investments  7,983 
Current period dispositions  (2,035)
Dividend entitled  (3,146)
Current period investment gain  3,261 
Balance, December 31, 2009 $20,022 
  
Convertible
Notes
 
  
(in thousands)
 
Balance, December 31, 2008 $7,155 
Current period effective interest charges on notes  2,273 
Current period share issuance made for principal and stated interest  (745)
Current period note converted carrying value  (7,633)
Balance, December 31, 2009 $1,050 

Cash

Cash includes cash on hand and demand deposits in banks with original maturities of less than three months.

Restricted cash

The Company has notes payable outstanding with various banks and is required to keep certain amounts on deposit that are subject to withdrawal restrictions. The notes payable are generally short term in nature due to its short maturity period of six to nine months, thus restricted cash is classified as a current asset.

Accounts receivable and allowance for doubtful accounts

Accounts receivable include trade accounts due from customers and other receivables from cash advances to employees, related parties or third parties. An allowance for doubtful account is established and recorded based on managements’ assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivable on a regular basis to determine if the bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

See report of independent registered public accounting firm.

62


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Notes receivable

Notes receivable represents trade accounts receivable due from various customers where the customers’ banks have guaranteed the payment of the receivables. The notes are non-interest bearing and normally paid within three to six months. The Company has the ability to submit request for payment to the customer’s bank earlier than the scheduled payment date, but will incur an interest charge and a processing fee.

Inventories

Inventories are stated at the lower of cost less accumulated depreciation. Depreciation is computedor market using the straight-line method overweighted average method. Management reviews inventories for obsolescence and cost in excess of net realizable value at least annually and records a reserve against the estimated useful livesinventory and additional cost of goods sold when the assets with 3% residualcarrying value exceeds net realizable value. The depreciation expense

Shipping and handling

Shipping and handling for raw materials purchased are included in cost of goods sold. Shipping and handling cost incurred to ship finished products to customers are included in selling expenses. Shipping and handling expenses for finished goods for the years ended December 31, 2006, 20052009, 2008 and 20042007 amounted to $1,619,267, $1,053,976$6.8 million, $4.9 million and $968,332,$2.8 million respectively.

Estimated useful lives of theIntangible assets are as follows:
Estimated
Useful Life
Buildings10-30 years
Machinery and equipment8-15 years
Other equipment5-8 years
Transportation equipment10-15 years
Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities. No depreciation is provided for construction in progress until such time as the assets are completed and are placed into service.

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is includedAll land in the statementsPeople’s Republic of operations. Maintenance, repairsChina is owned by the government. However, the government grants “land use rights”.   Daqiuzhuang Metal acquired land use rights in 2001 for a total of $3.5 million. These land use rights are for 50 years and minor renewals are charged directlyexpire in 2050 and 2053. However, Daqiuzhuang Metal's initial business license had a ten-year term. Therefore, management elected to expenses as incurred. Major additionsamortize the land use rights over the ten-year business term. Daqiuzhuang Metal became a Sino-Foreign Joint Venture in 2004, and bettermentobtained a new business license for twenty years; however, the Company decided to buildings and equipment are capitalized.continue amortizing the land use rights over the original ten-year business term.

Long-termLongmen Group contributed land use rights for a total amount of $21.8 million to the Longmen Joint Venture. The land use rights are for 50 years and expire in 2048 to 2052.

Maoming has land use rights amounting to $2.2 million for 50 years and expires in 2054.

Entity Original Cost Years of Expiration
  (in thousands)  
General Steel (China) Co., Ltd $3,481 2051
Longmen Joint Venture $21,803 2045 & 2054
Maoming Hengda Steel Group Co., Ltd $2,235 2054

Intangible assets of the Company are reviewed at least annually, asmore often when circumstances require, to determine whether their carrying value has become impaired. The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives.  As of December 31, 2006,2009, the Company expects these assets to be fully recoverable.

Plant and equipment consist of the following at December 31:
  2006 2005 
    Restated 
Buildings and improvements $9,338,865 $5,391,378 
Transportation equipment  1,019,698  485,699 
Machinery  22,675,357  12,752,995 
Construction in progress  -  4,231,318 
Totals  33,033,920  22,861,390 
Less accumulated depreciation  6,427,326  4,647,518 
Totals $26,606,594 $18,213,872 
See report of independent registered public accounting firm.

F-963


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 20062009

Plant and equipment, net
Use
Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of estimatesthe assets with a 3%-5% residual value.

The preparation of financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Management believes that the estimates utilized in preparing its financial statementsestimated useful lives are reasonable and prudent. Actual results could differ from these estimates.as follows:

Cash and concentration of risk
Buildings and Improvements10-40 Years
Machinery10-30 Years
Other equipment5 Years
Transportation Equipment5 Years

Cash includes cash on handConstruction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Company’s plant facilities. No depreciation is provided for construction in progress until such time as the assets are completed and demand depositsare placed into service. Maintenance, repairs and minor renewals are charged directly to expense as incurred. Major additions and betterment to buildings and equipment are capitalized. Interest incurred during construction is capitalized into construction in accounts maintained with stateowned banks within the People’s Republic of China and Hong Kong. Total cash (including restricted cash balances) in these banks at December 31, 2006 and 2005, amounted to $11,058,636 and $11,446,120, respectively of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes itprogress. All other interest is not exposed to any risks on its cash in bank accounts.expensed as incurred.

Restricted Cash

The Company through its bank agreements is required to keep certain amounts on deposit that are subject to withdrawal restrictionsLong lived assets, including buildings and these amounts are $4,231,523improvements, equipment and $2,735,583 as of December 31, 2006 and 2005, respectively.

Inventories

Inventories are stated at the lower of cost or market using weighted average method. Inventories consisted of the followings at December 31,
  2006 2005 
   Restated 
Supplies $1,061,773 $1,524,332 
Raw materials  2,827,127  1,195,022 
Finished goods  8,600,390  8,011,587 
Totals $12,489,290 $10,730,941 
Inventories consist of supplies, raw materials and finished goods. Raw materials consist primarily of iron and steel used in production. The cost of finished goods included direct costs of raw materials as well as direct labor used in production. Indirect production costs such as utilities and indirect labor related to production such as assembling, shipping and handling costs are also included in the cost of inventory. No work in process inventory existed at December 31, 2006 and 2005, as all inventory in process was completed and transferred to finished goods prior to the physical inventory count. The Company reviews its inventory annually for possible obsolete goods or to determine if any reserves are necessary for potential obsolescence. As of December 31, 2006 and 2005, the Company has determined that no reserves are necessary.
See report of independent registered public accounting firm.
F-10

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Financial instruments

Statement of Financial Accounting Standards No. 107 (SFAS 107), “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value of financial instruments held by the Company. SFAS 107 defines the fair value of financial instruments as the amount at which the instrument could be exchanged in a current transaction between willing parties. The Company considers the carrying amount of cash, accounts receivable, otherreceivables, accounts payable, accrued liabilities and other payables to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

Intangibleintangible assets

All land in the People’s Republic of China is owned by the government and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the Right) to use the land. Daqiuzhuang Metal acquired land use rights during the years ended 2000 and 2003 for a total amount of $2,870,902. The land use right is for 50 years. However, Daqiuzhuang Metal's initial business license had ten-year term. The management elected to amortize the land use rights over the ten-year business term. Daqiuzhuang Metal became a Sino Joint Venture in 2004 as discussed in note 1 and obtained a new business license for twenty years; however, the Company decided to continue amortizing the land use rights over the original ten-year business term.

As of December 31, 2006 and 2005, accumulated amortization amounted to $1,237,293 and $902,550, respectively. The costs of these rights are being amortized over ten years using the straight-line method. Total amortization expense for the years ended December 31, 2006, 2005 and 2004, amounted to $297,933, $289,938 and $287,090, respectively.

Intangible assets of the Company are reviewed annually asor more often if necessary, to determine whether their carrying value has become impaired. The Company considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives. As of December 31, 2006,2009, the Company expects these assets to be fully recoverable.

Shares subject to mandatory redemptionInvestments in unconsolidated subsidiaries

TheSubsidiaries in which the Company has adopted Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. FAS 150 established classification and measurement standards for three types of freestanding financial instruments thatthe ability to exercise significant influence, but does not have characteristics of both liabilities and equity. Instruments within the scope of FAS 150 must be classified as liabilities within the Company’s Consolidated Financial Statements and be reported at settlement date value. The provisions of FAS 150a controlling interest are effective for (1) instruments entered into or modified after May 31, 2003, and (2) pre-existing instruments as of July 1, 2003. In November 2003, through the issuance of FSP 150-3, the FASB indefinitely deferred the effective date of certain provisions of FAS 150, including mandatory redeemable instruments as they relate to minority interests in consolidated finite-lived entities.
See report of independent registered public accounting firm.
F-11

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006

The Company issued new redeemable stock in September, 2005. The amount is presented as a liability on balance sheet at the fair market value on the date of issuance plus accrued interest at the balance sheet date, see note 20.

Income taxes

The Company has adopted Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS 109). SFAS 109 requires the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consist of taxes currently due plus deferred taxes. There are no deferred tax amounts at December 31, 2006 and 2005.

The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences betweenequity method. Significant influence is generally considered to exist when the carrying amount of assets and liabilitiesCompany has an ownership interest in the financial statementsvoting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the corresponding tax basis usedimpact of commercial arrangements, are considered in determining whether the computationequity method of assessable tax profit.

In principle, deferred tax liabilities are recognizedaccounting is appropriate. The Company accounts for all taxable temporary differences, and deferred tax assets are recognized toinvestments with ownership less than 20% using the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Under the Income Tax Laws of PRC, the Company is generally subject to an income tax at an effective rate of 33% (30% state income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region where it allows foreign enterprises a two-year income tax exemption and a 50% income tax reduction for the following three years.cost method.

The Company’s subsidiary, Daqiuzhuang Metal Sheetindirect subsidiaries, Hancheng Tongxing Metallurgy Co., Ltd., became a Chinese Sino-foreign joint venture at the time of the merger on October 14, and Environmental Protection Industry Company invested in several companies from 2004 and it became eligible to receive tax benefit. The Company is exempt from income taxes for the years ended December 31ô2005 and 2006 and 50% income tax reduction for the years ended December 31, 2007, 2008 and 2009.
See report of independent registered public accounting firm.
F-12

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The provision for income taxes for the period ended December 31 consisted of the following:
  2006 2005 2004 
    Restated   
Provision for China Income Tax $- $- $823,888 
Provision for China Local Tax  -  -  82,389 
Total provision for income taxes $- $- $906,277 
The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31:
  2006 2005 2004 
    Restated   
U.S. Statutory rates  34.0% 34.0% 34.0%
Foreign income not recognized in USA  (34.0) (34.0) (34.0)
China income taxes  -  -  33.0 
Total provision for income taxes  -% -% 33.0%
The estimated tax savings for the years ended December 31, 2006 and 2005 amounted to $604,553 and $1,056,377, respectively. The net effect on earnings per share had the income tax been applied would decrease earnings per share from $0.033 to $0.027 and $0.09 to 0.06 for the years ended December 31, 2006 and 2005, respectively.
Value Added Tax
Unconsolidated subsidiary 
Year
acquired
  
Amount invested
(In thousands)
  
%
owned
 
Shaanxi Daxigou Mining Co., Ltd 2004  $2,761   22.0 
Shaanxi Xinglong Thermoelectric Co., Ltd 2004-2007   7,790   20.7 
Shaanxi Longgang Group Xian steel Co., Ltd 2005   146   10.0 
Huashan Metallurgical Equipment Co. Ltd. 2003   1,730   25.0 
Shanxi Longmen Coal Chemical Industry Co., Ltd 2009   6,602   15.0 
Xian Delong Powder Engineering Materials Co., Ltd. 2006   993   27.0 
Total  $20,022     

Enterprises or individuals who sell commodities, engage in repair and maintenance or import and export goods in the PRC are subject to a value added tax in accordance with Chinese laws. The value added tax standard rate is 17% of the gross sales price. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of the finished product.

Taxes payable consisted of the following:
  2006 2005 
   Restated 
VAT taxes payable $5,317,466 $1,290,982 
Income taxes payable  -  385,510 
Misc taxes  74,136  5,838 
Total $5,391,602 $1,682,330 
See report of independent registered public accounting firm.

F-1364


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 2006
Recently issued accounting pronouncements2009

In February 2006,Total investment in unconsolidated subsidiaries amounted to $20.0 million and $14.0 million as of December 31, 2009 and 2008, respectively.

Short-term notes payable

Short-term notes payable are lines of credit extended by banks. The banks in-turn issue the FASB issued SFAS No. 155, “AccountingCompany a bankers acceptance note, which can be endorsed and assigned to vendors as payments for Certain Hybrid Financial Instruments” (“FAS 155”),purchases. The notes payable are generally payable at a determinable period, generally three to six months. This short-term note payable bears no interest and is guaranteed by the bank for its complete face value and usually matures within three to six-month period. The banks usually require the Company to deposit a certain amount of cash at the bank as a guarantee deposit, which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“FAS 140”). FAS 155 provides guidance to simplify the accounting for certain hybrid instruments by permitting fair value remeasurement for any hybrid financial instrument that contains an embedded derivative, as well as, clarifies that beneficial interests in securitized financial assets are subject to FAS 133. In addition, FAS 155 eliminates a restrictionis classified on the passive derivative instruments that a qualifying special-purpose entity may hold under FAS 140. FAS 155 is effective for all financial instruments acquired, issued or subject to a new basis occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to have a material effect on the Company’s financial position or results of operations.balance sheet as restricted cash.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets” (“FAS 156”), which amends SFAS No. 140. FAS 156 specifically provides guidance addressing the recognition and measurement of separately recognized servicing assets and liabilities, common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge accounting treatment. FAS 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity’s fiscal year that begins after September 15, 2006, with early adoption being permitted. The adoption of SFAS No. 156 is not expected to have a material effect on the Company’s financial position or results of operations.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FAS 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The requirements of FIN 48 are effective for our fiscal year beginning January 1, 2007. The adoption of this interpretation is not expected to have a material effect on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which addresses the measurement of fair value by companies when they are required to use a fair value measure for recognition or disclosure purposes under GAAP. SFAS No. 157 provides a common definition of fair value to be used throughout GAAP which is intended to make the measurement of fair value more consistent and comparable and improve disclosures about those measures. SFAS No. 157 will be effective for an entity's financial statements issued for fiscal years beginning after November 15, 2007.
The Company is currently evaluating the effect SFAS No. 157 will have on its consolidated financial position, liquidity, or results of operations.
See report of independent registered public accounting firm.
F-14

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans−−an amendment of FASB Statements No. 87, 88, 106, and 132(R)". One objective of this standard is to make it easier for investors, employees, retirees and other parties to understand and assess an employer's financial position and its ability to fulfill the obligations under its benefit plans. SFAS No. 158 requires employers to fully recognize in their financial statements the obligations associated with single−employer defined benefit pension plans, retiree healthcare plans, and other postretirement plans. SFAS No. 158 requires an employer to fully recognize in its statement of financial position the overfunded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. SFAS No. 158 requires an entity to recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS No. 87. This Statement requires an entity to disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. Management does not currently believe adoption will have a material impact on the Company's financial position or results of operations.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on net income or cash flows.

Note 5 - Earnings Per Shareper share

The Company reportshas adopted the generally accepted accounting principles in the United States regarding earnings per share in accordance with the provisions of SFAS No. 128, "Earnings Per Share." SFAS No. 128(“EPS”) which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.

Basic earnings per share isare computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

Under SFAS 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", entities that have issued mandatory redeemable shares of common stock or entered into forward contracts that require physical settlement by repurchase of a fixed number of the issuer’s equity shares of common stock in exchange for cash shall exclude the common shares that are to be redeemed or repurchased in calculating basic and diluted earnings per share. Thus the 1,176,665 shares described in note 18 have been excluded from the earnings per share calculation.
See report of independent registered public accounting firm.
F-15

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The weighted average number of shares used to calculate EPS for the years ended December 31, 2006 (31,250,000), 2005 (31,250,000) and 2004 (30,259,644) reflect only the shares outstanding for those periods.
Note 6 - Supplemental disclosure of cash flow information

Interest paid amounted to $2,065,237, $1,785,558 and $1,463,385 for the years ended December 31, 2006, 2005 and 2004, respectively.

Income tax payments amounted to $0, $490,431 and $489,800 for the years ended December 31, 2006, 2005 and 2004, respectively.

Note 7 - Accounts receivable and allowance for doubtful accountstaxes

The Company conducts its business operationsaccounts for income taxes in accordance with the generally accepted accounting principles in the People’s RepublicUnited States for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of China. Account receivables include trade accountsdeferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due fromplus deferred taxes. The generally accepted accounting principles in the customers. Management believesUnited States for accounting for uncertainty in income taxes clarify the accounting and disclosure for uncertain tax positions.  A tax position is recognized as a benefit only if it is “more likely than not” that the trade accounts are fully collectible as these amounts aretax position would be sustained in a tax examination, with a tax examination being collected throughoutpresumed to occur. The amount recognized is the year. Also, management reviews its accounts receivablelargest amount of tax benefit that is greater than 50% likely of being realized on a regular basis to determine ifexamination. For tax positions not meeting the bad debt allowance“more likely than not” test, no tax benefit is adequate and adjustsrecorded. The adoption had no effect on the allowance when necessary. The allowance for doubtful accounts as of December 31, 2006 and December 31, 2005 amounted to $137,132 and $1,371, respectively.Company’s consolidated financial statements.

Schedule of valuation and qualifying accounts:
Allowance for doubtful account 
Balance at
beginning of year
 Additions Deductions 
Balance at end
of year
 
Year end December 31,2006 $1,371 $135,761 $- $137,132 
Year end December 31,2005 $1,371 $- $- $1,371 
Year end December 31,2004 $1,043 $328 $- $1,371 
Note 8 - Notes receivableThe charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Notes receivable represents trade accounts receivable due from various customers where the customers’ bank has guaranteed the payment of the receivable. This amount is non-interest bearing and is normally paid within three to six months. The Company has the ability to submit their request for payment to the customer’s bank earlier than the scheduled payment date. However, the Company will incur an interest charge and a processing fee when they submit the payment request early. The Company had $537,946 and $4,960 outstanding as of December 31, 2006 and 2005, respectively.
Note 9 - Prepaid Expenses
Prepaid expenses at December 31, 2006 and 2005 consisted of the followings:
  2006 2005 
      Restated 
  Current Long-term Current Long-term 
Rent $46,152 $225,523 $44,640 $262,136 
Land Use Right  20,685  494,660  20,007  407,324 
Total $66,837 $720,183 $64,647 $669,460 
See report of independent registered public accounting firm.

F-1665


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The Company rented a dormitory for its employees during 2006. The rent is for ten years starting on January 1, 2006 at $11,301 per quarter or $45,205 per year. The Company's prepayment at December 31, 2006 amounted2009

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to $271,675.the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements, net operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Share-based compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

Noncontrolling interests

Effective January 1, 2009, the Company adopted generally accepted accounting principles in the United States regarding noncontrolling interest in the consolidated financial statements. Certain provisions of this statement are required to be adopted retrospectively for all periods presented. Such provisions include a requirement that the carrying value of noncontrolling interests (previously referred to as minority interests) be removed from the mezzanine section of the balance sheet and reclassified as equity.

Further, as a result of adopting this accounting standard, net income attributable to noncontrolling interests is now excluded from the determination of consolidated net income. In addition, the foreign currency translation adjustment is allocated between controlling and noncontrolling interests.

Recently issued accounting pronouncements

In June 2009, the Financial Accounting Standards Board issued an accounting standard amending the accounting and disclosure requirements for transfers of financial assets. This accounting standard requires greater transparency and additional disclosures for transfers of financial assets and the entity’s continuing involvement with them and changes the requirements for derecognizing financial assets. In addition, it eliminates the concept of a qualifying special-purpose entity (“QSPE”). This accounting standard is effective for financial statements issued for fiscal years beginning after November 15, 2009. The Company adopted this standard as of December 31, 2009; however, the standard does not have material effect on the Company’s consolidated financial statements.

See report of independent registered public accounting firm.

66


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

In June 2009, the Financial Accounting Standards Board also issued an accounting standard amending the accounting and disclosure requirements for the consolidation of variable interest entities (“VIEs”). The elimination of the concept of a QSPE, as discussed above, removes the exception from applying the consolidation guidance within this accounting standard. Further, this accounting standard requires a company to perform a qualitative analysis when determining whether or not it must consolidate a VIE. It also requires a company to continuously reassess whether it must consolidate a VIE. Additionally, it requires enhanced disclosures about a company’s involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the company’s financial statements. Finally, a company will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. This accounting standard is effective for financial statements issued for fiscal years beginning after November 15, 2009. The Company adopted this standard as of December 31, 2009; however, the standard does not have material effect on the Company’s consolidated financial statements.

In June 2009, the Financial Accounting Standards Board issued an accounting standard which establishes the FASB Accounting Standards Codification™ (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. All current and subsequent public filings will reference the Codification as the sole source of authoritative literature.

In August 2009, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) regarding measuring liabilities at fair value. This ASU provides additional guidance clarifying the measurement of liabilities at fair value in circumstances in which a quoted price in an active market for the identical liability is not available; under those circumstances, a reporting entity is required to measure fair value using one or more of valuation techniques, as defined. This ASU is effective for the first reporting period, including interim periods, beginning after the issuance of this ASU. The Company adopted this standard and has determined the standard does not have material effect on the Company’s consolidated financial statements.

In October 2009, the Financial Accounting Standards Board issued an ASU regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into another rental agreementin contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on July 21, 2005or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company adopted this standard and has determined the standard does not have material effect on the Company’s consolidated financial statements.

See report of independent registered public accounting firm.

67


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to rentbe exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the land userequirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.
In December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in this Update also require additional disclosures about a reporting entity’s involvement in variable interest entities, which will enhance the information provided to users of financial statements. The Company does not expect the adoption of this ASU to have a material impact on its manufacture expansion.consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the rentalaggregate is RMB 8,067,400considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The Company adopted this standard and has determined the standard does not have material effect on the Company’s consolidated financial statements.

See report of independent registered public accounting firm.

68


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

In January 2010, FASB issued ASU No. 2010-02 regarding accounting and reporting for decreases in ownership of a subsidiary.  Under this guidance, an entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary.  Upon deconsolidation of a subsidiary, and entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value.  In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  This ASU clarifies the scope of the decrease in ownership provisions, and expands the disclosures about the deconsolidation of a subsidiary or de-recognition of a group of assets.  This ASU is effective for beginning in the first interim or annual reporting period of 50 years startingending on September 1, 2005. The Company’s prepayment ator after December 31, 20062009. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements In January 2010, FASB issued ASU No. 2010-02 – Accounting and 2005 amountedReporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for an equity interest in another entity.  The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to $515,345the first period that an entity adopted SFAS No. 160. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and $427,331,out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.  2)  Activity in Level 3 fair value measurements.  In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).This update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These classifications have no effect on net income.

See report of independent registered public accounting firm.

69


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Note 3 – Accounts receivable and allowance for doubtful accounts

Accounts receivable, including related party receivables, net of allowance for doubtful accounts consists of the following:

  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Accounts receivable $9,015  $8,730 
Less: allowance for doubtful accounts  (490)  (401)
Net accounts receivable $8,525  $8,329 

Movement of allowance for doubtful accounts is as follows:

  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Beginning balance $401  $148 
Charge to expense  246   124 
Addition from acquisition  -   238 
Less Write-off  (157)  (119)
Exchange rate effect  -   10 
Ending balance $490  $401 

Note 4 – Inventories

Inventories consist of the following:
  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Supplies $1,025  $1,884 
Raw materials  146,084   41,418 
Finished goods  60,978   16,247 
Total inventories $208,087  $59,549 

Raw materials consist primarily of iron ore and coke at Longmen Joint Venture, steel strip at Daqiuzhuang Metal and billet at Maoming. The cost of finished goods includes direct costs of raw materials as well as direct labor used in production. Indirect production costs such as utilities and indirect labor related to production such as assembling, shipping and handling costs are also included in the cost of inventory.

The Company values its inventory at the lower of cost or market, determined on a weighted average method, or net realizable value. As of December 31, 2009 and 2008, management determined the carrying amount of inventory exceeded net realizable value; therefore, $0.7 million and $2.2 million had been written down and included in cost of goods sold, respectively.

Note 10 -5 – Advances on inventory purchasespurchase

Advances on inventory purchases are monies deposited or advanced to outside vendors or related parties on future inventory purchases. Due to the high shortage of steel in China, most of the Company’s vendors require a certain amount of money to be deposited with them as a guarantee that the Company will receive theircomplete its purchases on a timely basis.

This amount is refundable and bears no interest. The Company has a legallegally binding contractcontracts with theirits vendors, forwhich required the guarantee deposit which is to be returned to the Company atwhen the end of the contract.contract ends. The inventory is normally delivered within one month after the monies hashave been advanced. The total outstanding amount, including advances to related parties, was $2,318,344$31.4 million and $10,716,293$49.5 million as of December 31, 20062009 and 2005,December 31, 2008, respectively.

Note 11 - Related party transactions

The Company has a cash advance to Golden Glister Holdings Limited. Golden Glister Holdings Limited is incorporated in the territory of the British Virgin Islands which our president Yu Zuo Sheng is the majority shareholder. The amount was advanced to Golden Glister Holdings Limited for business operations. Golden Glister Holdings Limited has agreed to pay back the amount on a short term basis. The Company had a receivable from Golden Glister for $850,400 at December 31, 2006 and a payable to Golden Glister for $980,000 at December 31, 2005. The receivable and payable are short term and non interest bearing. The Company has received payment from Golden Glister for the receivable amount in January 2007.

Starting from January 1, 2006, the Company subleased a portion of its land use rights to Tianjin Jing Qiu Steel Company, a related party under common control. The total rent income for 2006 was $1,439,121.

The Company’s short term loan of $5,128,000 from Shenzhen Development Bank is personally guaranteed by Yu Zuo Sheng, CEO and majority holder of the Company.
See report of independent registered public accounting firm.
F-17

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Note 12 - Short term loans - bank

Short term loans - bank represent amounts due to various banks which are due on demand or normally within one year. These loans can be renewed with the banks. The Company had a total of $30,284,686 and $27,118,800 short term bank loans with various banks as of December 31, 2006 and 2005, respectively and consisted of the following:
  2006 2005 
    Restated 
Loan from China Bank, JingHai Branch, due     
October 2007. Monthly interest only payment at     
6.732% per annum, secured by equipment     
and property $1,153,800 $1,116,000 
Loans from Agriculture Bank, DaQiuZhuang Branch, due       
various dates from March to October 2007.       
Monthly interest only payments ranging from       
from 6.696% to 7.344% per annum, guaranteed by an       
unrelated third party and secured by property and       
equipment  9,625,256  10,068,800 
Loan from Construction Bank of China, JinHai Branch, due       
August 20, 2007. Monthly interest only payment at       
8.323% per annum, secured by properties.  1,557,630  1,004,400 
Loans from ShangHai PuFa Bank, due various dates from       
March to November 2007. Monthly interest only       
payments ranging from 6.138% to 6.732% per annum,       
guaranteed by an unrelated third party  5,128,000  6,200,000 
Loans from China Merchants Bank, due various dates from       
June 2007 to September 2007. Quarterly interest only       
payments , annual interest rate of 6.1425%,       
guaranteed by an unrelated third parties.  7,692,000  8,060,000 
Loan from Construction Bank of China, due August 14, 2007.       
Monthly interest only payment at 8.323% per annum,       
guaranteed by an unrelated third party  -  669,600 
Loan from ShenZhen Development Bank, due various       
dates from February to March 2007.Monthly interest only       
payment at 5.856% to 5.859% per annum, secured by       
inventory and guranteed by CEO of the Company  5,128,000  - 
Totals $30,284,686 $27,118,800 
See report of independent registered public accounting firm.

F-1870


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 20062009

Note 6 – Plant and equipment, net

Plant and equipment consist of the following:
  
December 31 
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Buildings and improvements $121,837  $118,144 
Machinery  467,547   226,594 
Transportation equipment  4,759   7,299 
Other equipment  3,901   2,756 
Construction in progress  31,715   199,818 
Totals  629,759   554,611 
Less accumulated depreciation  (74,648)  (62,906)
Totals $555,111  $491,705 

Construction in progress consisted of the following as of December 31, 2009:

Construction in progress
 Value 
Estimated completion
 
Estimated additional
cost
 
description 
In thousands
 date 
In thousands
 
Molten iron mixer improvement $1,206 March, 2010  - 
Longmen employees cafeteria  1,473 May, 2010  2,260 
3# lime stone grinding machine  1,797 June, 2010  366 
Iron making facility improvement  3,163 April, 2010  - 
4# continuous casting  4,062 March, 2010  880 
Rebar line  16,307 September, 2010  64,108 
Others  3,707 by end of 2010  2,934 
Total $31,715      

Longmen Joint Venture constructed two blast furnaces and a sintering system.  All costs related to the furnaces were capitalized as construction in progress and amounted to $180.5 million as of December 31, 2008. The two blast furnaces and its facilities cost $248.4 million to construct and had been transferred to fixed assets as of December 31, 2009.

Depreciation, including amounts in cost of sales, for the years ended December 31, 2009, 2008 and 2007 amounted to $32.1 million, $21.5 million and $9.7 million, respectively

The Company has fixed assets to be disposed amounting to $3.0 million and $0.6 million as of December 31, 2009 and December 31, 2008, respectively.

See report of independent registered public accounting firm.

 
71

 

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Note 13 - Short term7 – Intangible assets, net

Intangible assets consist of the following:
  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Land use rights $27,519  $27,467 
Software  424   293 
Subtotal  27,943   27,760 
Accumulated Amortization – Land use right  (4,143)  (3,204)
Accumulated Amortization – software  (67)  - 
Accumulated Amortization subtotal  (4,210)  (3,204)
Intangible assets, net $23,733  $24,556 

The gross amount of the intangible assets amounted to $27.9 million and $27.8 million as of December 31, 2009 and 2008, respectively. The remaining weighted average amortization period is 35.9 years.

Total amortization expense for the years ended December 31, 2009, 2008 and 2007, amounted to $1 million, $0.9 million and $0.6 million, respectively.

The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:
Years 
Estimated Amortization
Expense
  
Gross carrying
Amount
 
  
(in thousands)
  
(in thousands)
 
2010 $1,000  $22,733 
2011  1,000   21,733 
2012  1,000   20,733 
2013  1,000   19,733 
2014  1,000   18,733 
Thereafter  18,733   - 
Total  23,733     

Note 8 – Debt

Short-term notes payable

Short-term notes payable are lines of credit extended by the banks. When purchasing raw materials,The banks in turn issue the Company often issues a short termbankers acceptance note, which can be endorsed and assigned to vendors as payments for purchases. The notes payable are generally payable at a determinable period, generally three to the vendor.six months. This short termshort-term note payable is guaranteed by the bank for its complete face value. The banks usually do not charge interest on these notes but require the Company to deposit a certain amount of cash at the bank as a guarantee deposit which is classified on the balance sheet as restricted cash. Restricted cash as a guarantee for the notes payable amounted to $192.0 million and $130.7 million as of December 31, 2009 and December 31, 2008, respectively.

See report of independent registered public accounting firm.

72


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

The Company hashad the following short termshort-term notes payable outstandingpayable:

  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
       
Daqiuzhuang Metal: Notes payable from banks in China, due various dates from January 2010 to April 2010. Restricted cash required of $4.0 million and $15.7 million for December 31, 2009 and December 31, 2008, respectively; guaranteed by third parties. $7,628  $18,631 
         
Longmen Joint Venture: Notes payable from banks in China, due various dates from January 2010 to August 2010. Restricted cash of $162.3 million and $98.1 million for December 31, 2009 and December 31, 2008, respectively; some notes are guaranteed by third parties while others are secured by equipment.  216,173   159,536 
         
Bao Tou: Notes payable from banks in China, due June 2010.Restricted cash of $5.1 million and $5.1 million for December 31, 2009 and December 31, 2008, respectively; pledged by buildings.  10,269   7,335 
         
Maoming: Notes payable from banks in China, due various dates from February 2010 to March 2010. Restricted cash of $20.6 million and $11.8 million for December 31, 2009 and December 31, 2008, respectively; pledged by buildings and equipment.  20,538    20,538 
Total short-term notes payable $254,608  $206,040 

Short-term loans

Short-term loans represent amounts due to various banks, other companies and individuals, and related parties normally due within one year. The principles of loans are due at maturity. However, the loans can be renewed with the banks, related parties and other parties.
See report of independent registered public accounting firm.
73


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
Short-term loans due to banks, related parties and other parties consisted of the following:

  
December 31,
2009
  
December 31,
2008
 
  (in thousands)  (in thousands) 
         
Daqiuzhuang Metal: Loan from banks in China, due various dates on 2010. Weighted average interest rate 5.7% per annum; some are guaranteed by third parties while others are secured by equipment/inventory. $25,476  $27,383 
         
Longmen Joint Venture: Loan from banks in China, due various dates on 2010. Weighted average interest rate 6.1% per annum; some are guaranteed by third parties while others are secured by equipment/buildings/land use right.  123,492   38,876 
         
Baotou Steel Pipe Joint Venture: Loan from banks in China, due March 2009. Annual interest rate of 12%, Guaranteed by third parties and secured by equipment.  -   115 
         
Maoming: Loan from banks in China, due January 2009. Annual interest rate of 7.5%, guaranteed by third party.  -   1,466 
         
Total – short-term loans - bank $148,968  $67,840 

  
December 31,
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Longmen Joint Venture: Loans from various unrelated companies and individuals, due various dates in 2010, and interest rates up to 12% per annum. $91,106  $58,440 
         
Maoming: Loans from two unrelated parties, no due date, non interest bearing.  19,252   29,394 
Total – short-term loans - others $110,358  $87,834 

  
December 31, 
2009
  
December 31,
2008
 
  
(in thousands)
  
(in thousands)
 
Longmen Joint Venture: Loans from Sheng An Da, due on 2010, and interest rates 12% per annum. $4,401  $- 
Qiu Steel: Related party loans from Tianjin Heng Ying and Tianjin Da Zhan, due June 2010. Annual interest rate of 5%.  7,350   7,350 
Total – related party loans $11,751  $7,350 

See report of independent registered public accounting firm.

74


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

The Company had various loans from unrelated companies and individuals. The balances amounted to $110.4 million and $87.8 million as of December 31:31, 2009 and December 31, 2008, respectively. Of the $110.4 million, $19.3 million loans carry no interest and the remaining $91.1 million are subject to interest rates ranging from 5% to 12%. All short term loans from unrelated companies and individuals are due on demand and unsecured. The related parties’ loans are discussed in Note 16.
  2006 2005 
    Restated 
China Bank, Jing Hai Branch, various amounts, due     
March 2007, restricted cash required of 50% of loan     
amount, guaranteed by the Company $1,487,120 $1,438,400 
Agricultural Bank of China, various amounts, due dates       
ranging between March and April 2007,       
restricted cash required of 50% to 60% of loan amount,       
guaranteed by the Company and an unrelated       
third party  1,538,400  1,488,000 
ShangHai PuFa Bank, due various dates from April to May 2007,       
restricted cash required of 50% of loan balance,       
guaranteed by an unrelated third party       
Totals  5,128,000  2,480,000 
  $8,153,520 $5,406,400 
        

Total interest expense, excluding capitalized interest, for the years ended December 31, 2006, 20052009, 2008 and 20042007 on allthe debt listed above amounted to $2,065,237, $1,719,351$24.7 million, $12.3 million and $1,463,385,$6.6 million, respectively.

Capitalized interest amounted to $186,432$13.1 million, $10.6 million and $57,844$1.0 million for the years ended December 31,200631, 2009, 2008 and 2005,2007, respectively.

Note 14 -9 – Customer deposits

Customer deposits represent amounts advanced by customers on product orders. The product normally is shipped within six monthsone month after receipt of the advance payment, and the related sale is recognized in accordance with the Company’s revenue recognition policy. As of December 31, 20062009 and 2005,December 31, 2008, customer deposits amounted to $1,093,602$212.6 million and $1,276,536,$148.3 million, including related parties deposits of $3.8 and $7.2 million, respectively.

Note 15 - Deposits10 – Deposit due to sales representatives

The Company hasDaqiuzhuang Metal and two of Longmen Joint Venture’s subsidiaries, Yuxin Trading and Yuteng Trading, entered into agreements with various entities to act as the Company’s exclusive sales agent in a specified area.  These exclusive sales agents must meet certain criteria and are required to deposit a certain amount of money with the Company. In return the sales agents receive exclusive sales rights to a specified area and discounted prices on products they order. These deposits bear no interest and are required to be returned to the sales agent once the agreement has been terminated. The Company had $2,051,200$49.5 million and $1,261,080$8.1 million in deposits due to sales representatives outstanding as of December 31, 20062009 and 2005,December 31, 2008, respectively. In 2009 the Company received deposits amounted to $41.4 million from sales representatives to secure the sales quantity. These deposits are refundable in one year based on volume fulfillment of which $22.8 million bear interest at 3%-8% per annum.

Note 11 – Convertible notes

On December 13, 2007, the Company entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors (the “Buyers”) issuing $40.0 million in promissory notes (“Notes”) and 1,154,958 warrants. The warrants can be converted to common stock through May 13, 2013 at an initial exercise price of $13.51 per share, subject to customary anti-dilution adjustments. On December 24, 2009, the warrant exercise price was reset to $5.00 per share.

The Notes bear initial interest at 3% per annum, which will be increased each year as specified in the Agreement, payable semi-annually in cash or shares of the Company’s common stock. The Notes have a five year term through December 12, 2012. They are convertible into shares of the Company’s common stock, subject to customary anti-dilution adjustments. The initial conversion price is $12.47, which was reset to $4.25 on May 7, 2009. The Company may redeem the Notes at 100% of the principal amount, plus any accrued and unpaid interest, beginning December 13, 2008, provided the market price of the common stock is at least 150% of the then applicable conversion price for 30 consecutive trading days prior to the redemption.

See report of independent registered public accounting firm.

F-1975


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 2006
Note 16 - Major customers and suppliers2009

The Company has 5 major customers which represent approximately 30%Notes are secured by a first priority, perfected security interest in certain shares of common stock of Zuosheng Yu, as evidenced by the pledge agreement. The Notes are subject to events of default customary for convertible securities and 37%for a secured financing.

The Warrants grant the Buyers the right to acquire shares of common stock at $13.51 per share, subject to customary anti-dilution adjustments.  The Warrants may be exercised at any time on or after May 13, 2008, but not after May 13, 2013, the expiration date of the Company’sWarrants.

Pursuant to the generally accepted accounting standards of the United States for convertible debt and debt issued with stock purchase warrants, the Company discounted the Notes equal to the fair value of the warrants. The Notes were further discounted for the fair value of the conversion option. The combined discount is being amortized to interest expense over the life of the Notes using the effective interest method.

The fair value of conversion option and the warrants were initially calculated using the Cox Rubenstein Binomial model based on the following variables:

·Expected volatility of 125%
·Expected dividend yield of 0%
·Risk-free interest rate of 1.27%
·Expected lives of five years
·Market price at issuance date of $10.43
·Strike price of $12.47 and $13.51, for the conversion option and the warrants, respectively

Pursuant to generally accepted accounting principles of the United States, the Company determined that both the warrants and the conversion option embedded in the Notes meet the definition of a derivative instrument and must be carried as a liability and marked to market each reporting period.

On December 13, 2007, the Company recorded $34.7 million as derivative liability, including $9.3 million for the fair value of the warrants and $25.4 million for fair value of the conversion option. The initial carrying value of the Notes was $5.3 million. The financing cost of $5.2 million was recorded as note issuance cost and is being amortized to interest expense over the term of the Notes using the effective interest method.

In July 2008, $6.8 million of notes were converted to 541,299 shares of common stock at a conversion price of $12.47. Pursuant to generally accepted accounting principles in the United States, the Company valued the conversion option on the note conversion date. A total salesof $6.1 million of carrying value and derivative liability had been reclassified into equity. In addition, 195,965 shares of common stock were issued as make whole interest expense of $2.3 million.

Reset of Conversion Price

Paragraph 7(f) of the Convertible Notes (which were issued on December 13, 2007) provides for adjustment of the conversion price of the Notes, as follows: Adjustment if on the earlier of the (i) one (1) year anniversary of the Initial Effective Date (as defined in the Registration Rights Agreement) and (ii) two (2) year anniversary of the Closing Date (the "Adjustment Date"), the Conversion Price in effect exceeds the Market Price as of the Adjustment Date (the "Adjusted Conversion Price"), the Conversion Price hereunder shall be reset to the Adjusted Conversion Price as of the Adjustment Date. For the avoidance of doubt, the Adjusted Conversion Price, if any, shall not apply to any Conversion Amount converted into Common Stock prior to the Adjustment Date.

See report of independent registered public accounting firm.

76


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

The “Market Price” is defined in paragraph 30(v) of the Senior Convertible Notes as: “Market Price” means, for any given date, the lower of (x) the arithmetic average of the Weighted Average Price of the Common Stock for the thirty (30) consecutive Trading Day period ending on the Trading Day immediately preceding such date and (y) the Weighted Average Price of the Common Stock on the Trading Day immediately preceding such date.

The Initial Registration Statement became effective on May 7, 2008 and thus the Adjustment Date was May 7, 2009. The Weighted Average Price of the Common Stock for the 30 consecutive Trading Day period ended on May 6, 2009 was $4.2511 and, accordingly, the conversion price was adjusted on May 7, 2009 to $4.2511.

The derivative liability related to the embedded conversion option was adjusted as of May 7, 2009, based on the revised conversion price. As a result of the reduced conversion price, the derivative liability increased as of May 7, 2009 by $27.1 million, which amount is included in the change in the value of the derivative liability in the consolidated statement of operations and other comprehensive income (loss).

From May 7 to September 30 2009, $30.0 million of notes was converted to 7,045,274 shares of common stock at a conversion price of $4.2511. Pursuant to generally accepted accounting principles of the United States, the Company valued the conversion option on the note conversion date. A total of $32.1 million of the carrying value and derivative liability had been reclassified into equity. According to the convertible note agreement, the Company incurred the make whole interest expense of $8.8 million.

Securities Purchase

On December 24, 2009, The Company sold  5,555,556 shares of our common stock and warrants to purchase up to 2,777,778 shares of our common stock in a registered direct offering. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.50 shares of common stock at an exercise price of $5.00 per share of common stock. Each unit was sold at a negotiated price of $4.50 per unit. The shares of common stock and warrants were issued separately but can only be purchased together in this offering.

The Warrants represent the right to purchase an aggregate of up to 2,777,778 shares of common stock at an initial exercise price of $5.00 per share. Each Warrant may be exercised at $5.00 per share at any time and from time to time on or after six months and one day following the closing.

Reset of Warrants Exercise Price

On December 24, 2009, the holders of the existing warrants 1,154,958 shares of our common stock (refer Notes in Note 11) entered into warrant reset aggrements whereby the exercise price was reset from $13.51 to $5 per share. And the number of shares of common stock issuable upon exercise of warrants was increased by 2.3775 times from 1,154,958 to 3,900,871. The company booked $10.1 million derivative loss in 2009 for this reset accordingly.

As of December 31 2009, in accordance with generally accepted accounting principles of the United States, the fair value of derivative liabilities described above was recalculated and increased by $5.3 million during the period, including $9.6 million for the increase in fair value of the warrants and $4.3 million for the decrease in fair value of the conversion option.

See report of independent registered public accounting firm.

77


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

As of December 31 2009, the balance of derivative liabilities, including 2009 issued warrants (see Note 18), was $23.3 million, which consisted of $20.8 million for the warrants and $2.5 million for the conversion option.

The carrying value of the notes was $1.1 million as of December 31, 2009. The effective interest charges on notes totaled $2.3 million, $3.6 million and $0.2 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Note issuance cost was amortized to interest expense for the years ended December 31, 2009, 2008 and 2007 amounted to $0.06 million, $0.05 million and $0.03 million, respectively.

Note 12 – Supplemental disclosure of cash flow information

Interest paid amounted to $14.5 million, $12.0 million and $8.4 million for the years ended December 31 2009, 2008 and 2007, respectively.

Income tax payments amounted to $3.0 million, $6.6 million and $0.2 million for the years ended December 31 2009, 2008 and 2007, respectively.

Make whole Interest of $6.0 million has been capitalized into construction in progress and subsequently transferred to fixed assets for the years ended December 31, 2009.

Note 13 - Gain from debt extinguishment and Government grant

Debt extinguishment

For the year ended December 31, 2009, the Company recorded gain from debt extinguishment totaling $7.3 million. In 2009, Maoming, a subsidiary entered into a Debt Waiver Agreement with Guangzhou Hengda, pursuant to which Guangzhou Hengda agreed to waive $7.3 million (RMB 50.0 million) of debt that Maoming Hengda owes to Guangzhou Hengda. The Company determined that the subsequent debt settlement does not constitute a contingency at the date of purchase as defined in the accounting standard - business Combinations and thus should not result in a reallocation of the purchase price. The waiver is irrevocable.

Government grant

Due to an increasing emphasis the government puts on energy savings and pollution emission controls, the Shaanxi Province Development and Reform Commission provided incentives for local companies to eliminate outdated iron and steel production machineries and equipment. The Company’s subsidiary, Longmen Joint Venture, received $4.3 million (RMB 29.2 million) in government grants for compliance in dismantling two blast furnaces for the year ended December 31, 2009. The Company wrote off the residual book value of the furnaces dismantled totaling $0.9 million (RMB 5.8 million), and recorded other income of $3.4 million for the year ended December 31, 2009.

Note 14 – Taxes

Income tax

On January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% has replaced the 33% rate currently applicable to both DES and FIEs. The two-year tax exemption and three-year 50% tax reduction tax holiday for production-oriented FIEs will not be eliminated for certain entities incorporated on or before March 16, 2007.

See report of independent registered public accounting firm.

78

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Significant components of the provision for income taxes on earnings and deferred taxes on net operating losses from operation for the years ended December 31, 2009, 2008 and 2007 are as follows:
  
December 31,
2009
  
December 31,
2008
  
December 31,
2007
 
          
Current $2,155  $1,424  $5,225 
Deferred  3,998   (6,835)  (389)
Total provision (benefit) for income taxes $6,153  $(5,411) $4,836 

According to Chinese tax regulations, the net operating loss can be carried forward to offset with operating income for the next five years. Management believes the deferred tax asset is fully realizable.

The principal component of the deferred income tax assets is as follows:

  
December 31, 
2009
  
December 31,
2008
 
  (in thousands)  (in thousands) 
Beginning balance $7,487  $400 
Xi’an Rolling Mill’s ,YuXin, YuTeng, HuaLong, TongXing and BaoTou Net operating loss carry-forward  (864)  4,945 
Effective tax rate  25%  25%
Deferred tax asset $(216) $1,225 
Long Gang Headquarter’s
Net operating loss carry-forward
  (26,193)  36,809 
Effective tax rate  15%  15.2%
Deferred tax asset $(3,929) $5,610 
Exchange difference  (1)  252 
Totals $3,341  $7,487 

Under the Income Tax Laws of the PRC, the Company’s subsidiary, Daqiuzhuang Metal, is generally subject to an income tax at an effective rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments, unless the enterprise is located in a specially designated region where it allows foreign enterprises a two-year income tax exemption and a 50% income tax reduction for the following three years. Daqiuzhuang Metal became a Chinese Sino-foreign joint venture at the time of the merger on October 14, 2004 and it became eligible for the tax benefit. Daqiuzhuang Metal is located in Tianjin Costal Economic Development Zone and under the Income Tax Laws of Tianjin City of the PRC; it is eligible for an income tax rate of 24%. Therefore, Daqiuzhuang Metal is exempt from income taxes for the years ended December 31, 2005 and 2006 and 2005 respectively. Five Customers accountedis entitled to a 50% income tax reduction of the special income tax rate of 24%, which is a rate of 12% for 62%the years ended December 31, 2007, 2008 and 51%2009.

See report of total accounts receivableindependent registered public accounting firm.

79


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
The Company’s subsidiary, Longmen Joint Venture, is located in the mid-west region of China. It qualifies for the “Go-West” tax rebate of 15% tax rate promulgated by the government; therefore, income tax is calculated at 15%.

Baotou Steel Pipe Joint Venture is located in Inner Mongolia and is subject to an income tax at an effective rate of 25%.

Maoming is located in Guangdong province and is subject to an income tax at an effective rate of 25%.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31 2009, 2008 and 2007 as follows:

  
December 31,
2009
  
December 31,
2008
  
December 31,
2007
 
          
U.S. Statutory rates  34.0%  34.0%  34.00%
Foreign income not recognized in the US  (34.0)%  (34.0)%  (34.0)%
             
China income taxes  25.0%  25.0%  33.0%
Tax effect of income not taxable for tax purposes (1)  (1.8)%  (4.3)%  (3.4)%
Effect of different tax rate of subsidiaries operating in other jurisdictions  (4.9)%  (12.0)%  (17.3)%
             
Total provision for income taxes  18.3%  8.7%  12.3%

(1)This represents derivative expenses (income) and stock compensation expenses incurred by GSI that are not deductible/taxable in the PRC for the years ended December 31, 2009, 2008 and 2007.

The Company has cumulative undistributed earnings of foreign subsidiaries of approximately $26.7 million as of December 31, 20062009, and 2005,is included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted in the future.

See report of independent registered public accounting firm.

80


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

General Steel Holdings, Inc. was incorporated in the United States and has incurred net operating losses for income tax purposes for the years ended December 31, 2009, 2008 and 2007, respectively. The net operating loss carry forwards for United States income taxes amounted to $5.3 million which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2029. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit to reduce the asset to zero. The valuation allowance at December 31, 2009 was $1.8 million. The net change in the valuation allowance for the year ended December 31, 2009 and December 31, 2008 was an increase of $0.9 million and $0.6 million, respectively. Management will review this valuation allowance periodically and make adjustments as warranted.

Value added tax

Enterprises or individuals who sell commodities, engage in repair and maintenance or import and export goods in the PRC are subject to a value added tax in accordance with PRC laws. The value added tax standard rate is 17% of the gross sales price. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on sales of the finished product.

VAT on sales and VAT on purchases amounted to $435.1 million and $409.8 million for the year ended December 31, 2009, $341.5 million and $308.5 million for the year ended December 31, 2008, $189.8 million and $159.1 million for the year ended December 31, 2007, respectively. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government. VAT taxes are not impacted by the income tax holiday.

As of December 31, 2009, the Company had prepaid VAT credits of $19.5 million which can be applied to offset with subsequent year’s VAT on sales.

Taxes payable consisted of the following:
  
December 31, 
2009
  
December 31, 
2008
 
  (in thousands)  (in thousands) 
VAT taxes payable $3,861  $8,985 
Income taxes payable  1,633   2,510 
Misc taxes  1,427   2,422 
Totals $6,921  $13,917 

Note 15 – Earnings per share

The calculation of earnings per share is as follows:

  2009  2008  2007 
  
(in thousands except per share data)
 
(Loss) Income attributable to holders of common shares $(25,244) $(11,323) $22,426 
Basic weighted average number of common shares outstanding  41,860,238   35,381,210   32,424,652 
Diluted weighted average number of common shares outstanding  41,860,238   35,381,210   32,558,350 
             
Earnings per share            
Basic $(0.60) $(0.32) $0.69 
Diluted $(0.60) $(0.32) $0.69 

See report of independent registered public accounting firm.

81


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

For the years ended December 31, 20062009 and 2005,2008, the Company purchases approximately 82% and 85%, respectively, of their raw materials from four major suppliers. There areincurred a net loss; therefore there is no accounts payable due to these vendors at December 31, 2006 and 2005.dilutive effect for its earnings per share.

Note 17 - Minority interest

Minority interest representsFor the outside shareholders’ 30% interest in Tianjin Daqiuzhuang Metal Sheet Co., Ltd.

Note 18 - Other expenses and income, net

Other income and expense for the yearsyear ended December 31, consist2007, the Company has 1,176,665 shares of mandatory redeemable shares which are excluded from the following:
  2006 2005 2004 
    (Restated)   
Finance/interest expense $(2,345,031)$(1,905,104)$(1,572,189)
Interest income  182,780  230,103  - 
Other nonoperating income  2,348,526  12,494  137,169 
Other nonoperating expense  (103,445) (18,335) (181,357)
Total other expense $82,830 $(1,680,842)$(1,616,377)
           
Rental income totaling $1,439,121 for 2006 represents land use right subleasedcalculation of basic and diluted EPS pursuant to a related party for one yearaccounting standards. All outstanding warrants issued in connection with the redeemable shares were excluded from the diluted earnings per share calculation as discussed in note 11.they are anti-dilutive.

Note 19 - Private offering of redeemable stock16 – Related party balances and transactions

The Company has offered an aggregatesubleased a portion of 3,333,333 sharesits land use rights to Tianjin Jing Qiu Steel Market Company, a related party under common control. The Company’s Chairman, CEO and major shareholder, Zuosheng Yu (aka Henry Yu), is the chairman and the largest shareholder of Common Stock par value $0.001 in a private placementJing Qiu Steel Market Company. The lease term is one year and is renewed annually. The income generated from the rental amounted to investors at a purchase pricethe following for the year-ended:

  2009  2008  2007 
  in thousands 
Rental Income $1,780  $1,737  $1,588 

Tianjin Dazhan Industry Co., Ltd. (“Dazhan”) and Tianjin Hengying Trading Co., Ltd. (“Hengying”) are steel trading companies controlled by the Company’s Chairman, CEO and major shareholder, Zuosheng Yu. Dazhan and Hengying acted as trading agents of $1.50 per share. On September 18, 2005, the Company entered into a subscription agreement with certain investors to sell a total of 1,176,665 shares of common stock at $1.50 per share. In addition, two warrants are attached to each share of common stockmake purchases and each warrant givessales for the warrant holderCompany.  The purchase and sales from the right to purchase an additional share of common stock or a total of 2,353,330 of common stock in the future. The warrants can be exercised on the second anniversary date at $2.50 per share and on the third anniversary date at $5.00 per share. The number of shares attachedaforementioned related parties amounted to the warrants will be adjusted due to dividends and changes infollowing for the capital stock structure changes. At the option of the investors the Company maybe required to repurchase the 1,176,665 shares of common stock 18 months after the closing date at a per share price of $1.95.year-ended:

Under this private offering,
Through Hengying& Dazhan 2009  2008  2007 
  (in thousands) 
Purchase from Hengying and Dazhan $45,296  $76,434  $92,584 
Sales to Hengying and Dazhan $2,334  $33,413  $32,743 

All transactions with related parties are short-term in nature. Settlements for the Company raised a totalbalances are usually in cash. The following charts summarize the related party transactions as of $1,765,000December 31, 2009 and received net proceeds of $1,606,151 net of $158,849 of commissions paid.December 31, 2008.

a.Other receivables - related parties:

Name of related parties
 
 
Relationship
  
December 31
2009
  
December 31,
2008
 
     (in thousands)  (in thousands) 
Beijing Wendlar Common control under CEO  $   $376 
Shanxi Longmen Steel Group General Steel’s joint venture partner   19,226   - 
Mao Ming Sheng Zhe Common control under CEO   3,021   - 
Tianjin Dazhan Industry Co, Ltd Common control under CEO   10,268   - 
Tianjin Jin Qiu Steel Market Common control under CEO   147   147 
Tianjing General Steel Management Service Co., Ltd Common control under CEO   8   - 
Total    $32,670  $523 

See report of independent registered public accounting firm.

F-2082


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 20062009

b.Advances on inventory purchases – related parties:

Name of related parties
 
 
Relationship
 
December 31, 
2009
  
December 31,
2008
 
    (in thousands)  (in thousands) 
Li Yuan Xi Mei Longmen JV’s subsidiary $   $502 
Tianjin Jin Qiu Steel Market Common control under CEO  2,995   - 
Baogang Jianan noncontrolling shareholders of one subsidiary  -   1,873 
Total   $2,995  $2,375 

c.Accounts payable due to related parties:

Name of related
parties
 Relationship 
December 31, 
2009
  
December
31, 2008
 
    (in thousands)  (in thousands) 
Tianjin Hengying Trading Co., Ltd
 Common control under CEO $17,256  $10,630 
Tianjin Dazhan Industry Co., Ltd Common control under CEO  6,047   - 
Henan Xinmi Kanghua Longmen JV’s subsidiary’s joint venture partner  960   1,501 
Zhengzhou Shenglong Longmen JV’s subsidiary’s joint venture partner  91   - 
Baotou Shengda Steel Pipe Common control under CEO  -   1,558 
ShanXi Fangxin Longmen JV’s subsidiary’s joint venture partner  373   1,451 
Baogang Jianan Noncontrolling shareholders of one subsidiary  38   187 
Jingma Jiaohua Longmen JV’s subsidiary (unconsolidated)  1,360   - 
Huashan metallurgy Longmen JV’s subsidiary  601   - 
Beijing Daishang Trading Co., Ltd Noncontrolling shareholder of one subsidiary of Longmen Joint Venture  1,315   - 
Shanxi Hong guang Steel Logistics Owned by noncontrolling shareholder of one subsidiary  329   - 
Shanxi Longmen Steel Group Xian Steel Longmen JV’s subsidiary (unconsolidated)  14,905   - 
Shanxi Xian International Yulong Hotel Owned by noncontrolling shareholder of one subsidiary  76   - 
Tianjin Tongyong Qiugang Pipe Common control under CEO  4,800   - 
Total   $48,151  $15,327 

See report of independent registered public accounting firm.

83


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

d.Short-term loans due to related parties:

Name of related
parties
 
 
Relationship
 
December 31, 
2009
  
December 31, 
2008
 
    
(in
thousands)
  
(in
thousands)
 
Tianjin Dazhan Industry Co., Ltd Common control under CEO $3,946  $3,946 
           
Tianjin Hengying Trading Co., Ltd Common control under CEO  3,404   3,404 
           
Shaanxi Shenganda Trading Co., Ltd Owned by noncontrolling shareholder of one subsidiary  4,401   - 
           
Total   $11,751  $7,350 

e.Other payables due to related parties:

Name of related
parties
 
 
Relationship
 
December 31,
2009
  
December 31,
2008
 
    (in thousands)  (in thousands) 
Golden Glister Chairman of General Steel Holdings, Inc. owns more than 5% in this company $-  $600 
Tianjin Hengying Trading Co, Ltd Common control under CEO  2,415   - 
Beijing Wendlar Common control under CEO  704   - 
Yangpu Capital Automobile Common control under CEO  587   - 
Baotou Shengda Steel Pipe Common control under CEO  -   77 
Total   $3,706  $677 

See report of independent registered public accounting firm.

84


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

f.Customer deposits – related parties:

Name of related parties
 
 
Relationship
 
December 31,
2009
  
December 31,
2008
 
    (in thousands)  (in thousands) 
Tianjin Dazhan Industry Co., Ltd Common control under CEO $1,544  $2,760 
Tianjin Hengying Trading Co., Ltd Common control under CEO  203   - 
Haiyan Longmen JV’s subsidiary (unconsolidated)    1,316  
1,522 
 
Beijing Daishang Trading Co., Ltd Noncontrolling shareholder of one subsidiary of Longmen Joint Venture  728   - 
Maoming Heng Da Materials Common control under CEO  -   2,934 
Total   $3,791  $7,216 

The Company also guaranteed bank loans of related parties amounting to $93.6 million as of December 31, 2009.

Note 17 – Business combination

On January 14, 2008, the Company through Longmen Joint Venture completed its acquisition of a controlling interest in Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”). Longmen Joint Venture contributed its land use right of approximately 53 acres (217,487 square meters) with an appraised value of approximately $4.1 million (RMB 30 million). Pursuant to the agreement, the land will be converted into shares valued at approximately $3.1 million (RMB 23 million), providing the Joint Venture stake of 22.76% ownership in Tongxing and making it Tongxing’s largest controlling shareholder. The parties agreed to make the effective date of the transaction January 1, 2008. The acquisition is accounted for as an acquisition under common control.

     
Assumed by
 
Tongxing 
Book Value
  
Longmen Joint Venture
(22.76%)
 
  (in thousands)  (in thousands) 
Current assets $55,505  $12,633 
Noncurrent assets  8,088   1,841 
Total assets  63,593   14,474 
Total liabilities  50,782   11,558 
Net assets $12,811  $2,916 

On August 11, 2008, the Company through its subsidiary, Longmen Joint Venture, completed its acquisition of a controlling interest in Beijing Hua Tian Yu Long International Steel Trade Co., Ltd. The Longmen Joint Venture paid $0.1 million (RMB 0.9 million) for 50% equity based on the appraisal value on December 31, 2008.

On June 25, 2008, the Company through Qiu Steel Investment entered an into equity purchase agreement with the shareholders of Maoming to acquire a 99% equity of Maoming. The total purchase price for the acquisition is $7.3 million (RMB 50 million). The fair value of Maoming was $10.1 million (RMB 69 million) as of December 31 2008.  Pursuant to generally accepted accounting principles of the United States, the excess of total fair value acquired over purchase price should be allocated as a pro rata reduction of non-current assets. Subsequently, the Company recorded the difference as a reduction of fixed assets acquired.

See report of independent registered public accounting firm.

85


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009
 
The joint venture’s name is Maoming Heng Da Steel Group Co. Ltd., a company formed under the laws of the PRC. It is located in Maoming city, Guangdong province in China. It produces and sells high speed wire.

Maoming    
Assumed by
 
(in thousands)
 
Fair Value
  
The Company (99%)
 
Current assets $45,314  $44,861 
Non-current assets  81,780   78,291 
Total assets  127,094   123,152 
Total liabilities  117,027   115,857 
Net assets $10,067  $7,295 

Distribution payable to former shareholders for the above acquisitions amount to $16.4 million and $18.8 million as of December 31, 2009 and December 31, 2008, respectively.

Note 18 - Equity

2008 Equity Transactions

Stock issuance for compensation and services

On February 5, 2008, the Company issued senior management and directors 76,600 shares of common stock at $7.16 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.5 million for the year ended December 31, 2008.

On April 14, 2008, the Company, Mr., Zuosheng Yu, (CEO of the Company) and Mr. Zhang Dan Li (member of the Board of Directors of the Company and of Long Men Joint Venture) entered into a compensation agreement in which Mr. ZuoSheng Yu agreed to transfer 600,000 shares to Mr. Zhang Dan Li in exchange for 15 years of service in the Company. Pursuant to Generally accepted accounting principles in the United States regarding (Share-Based Payment) share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity is treated as compensation as if the shareholder has made a capital contribution. The shares are valued at $6.91 on the grant date for a total of $4.1 million and will be amortized over the life agreement. A total of $0.2 million of compensation expense and additional paid in capital has been recorded in 2008.

On April 15, 2008, the Company granted senior management and directors 87,400 shares of common stock at $6.66 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.6 million for the year ended December 31, 2008.

On July 3, 2008, the Company granted senior management and directors 90,254 shares of common stock at $10.29 per share, as compensation. The shares were valued at the market price on the date granted. The Company recorded compensation expense of $0.9 million for the year ended December 31, 2008.

See report of independent registered public accounting firm.

86


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

On October 28, 2008, the company granted Teamlink Investment Limited, 100,000 shares of commons stock at $3.6 per share as consulting service expense $0.4 million. According to the period of service provided, $0.1 million was recorded as expense in 2008 and $0.3 million will be amortized within 10 months. $0.3 million of public relationship expense had been recorded for the nine months ended December 31, 2009.

On November 24, 2008, the Company granted senior management and directors 87,550 shares of common stock at $3.50 per share, as compensation. The shares were valued at the market price on the date granted. The Company recorded compensation expense of $0.3 million for the year ended December 31, 2008.

Convertible notes conversion

On January 8, 2008 the Company issued 150,000 shares of common stock at $10.43 per share as additional note issuance cost totaled $1.6 million. The shares price is determined as the quoted market price on the date granted.

In accordanceJuly 2008, 541,299 shares of common stock were issued upon conversion of notes with Accounting Principles Board Opinion No. 14,a carrying value of $6.8 million at a conversion price of $12.48. In addition 195,965 shares of common stock were issued as make whole interest expense of $2.3 million.

Exercise of warrants

In September 2008, 140,000 warrants, issued in connection with the redeemable preferred stock, were exercised at $5.00 per share.

2009 Equity Transactions

Stock issuance for debt repayment

On May 8, 2009, the Company issued 300,000 shares of common stock to Maoming’s debtor, Guangzhou Hengda at $6 per share, as cash payments made for settling other short term loan.

Stock issuance for compensation and services

On March 9, 2009, the Company granted senior management and directors 109,250 shares of common stock at $1.85 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.2 million.

On April 7, 2009, the Company granted senior management and directors 106,750 shares of common stock at $2.77 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.3 million.

On September 1, 2009, the Company granted Huamei 21st Century Limited, 170,000 shares of common stock at $3.60 per share as consulting service expense totaling $0.6 million. According to the period of service provided, $0.1 million was recorded as expense in 2009 and $0.5 million will be amortized within 20 months.

On September 2, 2009, the Company granted senior management and directors 107,050 shares of common stock at $3.62 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.4 million.

See report of independent registered public accounting firm.

87


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

On November 2, 2009, the Company granted senior management and directors 103,600 shares of common stock at $3.62 per share, as compensation. The shares were valued at the quoted market price on the date granted. The Company recorded compensation expense of $0.4 million.

Convertible notes conversion

On January 15, 2009, the Company granted convertible notes holders 152,240 shares of common stock at $3.66 per share, as share payments for interest. The shares were computed as 90% of the arithmetic average of the Weighted Average Price of the Common Shares on each for the ten consecutive Trading Days immediately preceding the applicable Interest Date.

On July 15 and Aug 21, 2009 the Company granted convertible notes holders 44,065 shares of common stock at price of $4.2511 as cash payments made for interest.

From May 7 to December 31, 2009, $30.0 million of notes was converted to 7,045,274 shares of common stock at Conversion Price, $4.2511. According to the convertible bond agreement, the Company incurred the make whole interest expense of $8.8 million. As of December 31, 2009, 1,795,977 shares of common stock had been issued. See note 11 for details.

On December 24, 2009, in connection with the financing described below, the existing warrants, strike price reduced from $13.51 to $5 and number of shares increased by 2.3775 from 1,154,958 to 3,900,871. The initial value of the revised warrants was determined using the Cox-Ross-Rubinstein binomial model based on the following variables:

·Expected volatility of 125%
·Expected dividend yield of 0%
·Risk-free interest rate of 1.76%
·Expected lives of five years
·Market price at issuance date of $4.57
·Strike price of $5.00

The warrants were re-valued at $13.3 million when the warranty terms were amended on December 24, 2009. At December 31, 2009, the estimated fair value of the detachable warrants issuedwas $12.7 million, resulting in a total loss of $9.7 million, which was recorded in the Company’s consolidated statements of operations and other comprehensive income (loss).

2009 financing

On December 24, 2009, the Company entered into a Securities Purchase Agreement with redeemablecertain institutional investors issuing 5,555,556 shares and 2,777,778 warrants (the “2009 Warrants”). The warrants can be converted to common stock from June 24, 2010 to June 23, 2013 at $5 per share. The warrants have a strike price equal to $5.00 and a term of two and a half years. Because the warrants are denominated in U.S. dollars and the Company’s functional currency is the Renminbi, and the warrants permit holder to request cash buy-back in the event of a Fundamental Transaction, which is significant changes in the Company structure and/or equity, these warrants do not meet the requirements of the accounting standards to be indexed only to the Company’s stock.  Accordingly, they are accounted for at fair value as derivative liabilities and marked to market each period.

The initial value of the warrants was determined using the Black-Scholes option pricingCox-Ross-Rubinstein binomial model underusing the following assumptions:

See report of independent registered public accounting firm.

88


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

·Expected volatility of 125%
·Expected dividend yield of 0%
·Risk-free interest rate of 1.28%
·Expected lives of two and a half years
·Market price at issuance date of $4.57
·Strike price of $5.00

The newly issued warrants were valued at $8.5 million when they were issued on December 24, 2009. At December 31, 2009, the estimated fair value of the warrants was $8.1 million, resulting in a gain of $0.4 million, which was recorded in the Company’s consolidated statement of operations and other comprehensive income (loss).

The volatility of the Company’s common stock was based on the Company’s historical stock prices, the risk free interest rate was based on Treasury Constant Maturity Rates published by the U.S. Federal Reserve for periods applicable to the life of 3.85%,the warrants, the dividend yield was based on the Company’s current and expected dividend policy and the expected term is equal to the contractual life of 0% and volatility of 11%.the warrants.  The estimated value of the warrants is zero.

In accordance with SFAS 150,was based on the Company has recorded thisCompany’s common stock issuance as a liability in the financial statements due to the mandatory redemption provision. The shares are recorded at fair market valueprice on the date of issuance, which is the net cash proceeds, plus any accrued interest up to December 31, 2005. The difference between the net proceeds, $1,606,151, and the redemption amount, $2,294,497, which is $688,346, will be accrued and amortized as interest expense over an 18 month period beginning in October 2005 and ending in March 2007. The following table reconciles the December 31, 2005 carrying amount as follows:
    
Fair market value on the date of issuance: $1,606,151 
Interest amortized as of December 31, 2005 (Restated)  114,724 
Balace at December 31, 2005 (Restated)  1,720,875 
Interest amortized during 2006  458,904 
Balace at December 31, 2006 $2,179,779 
     
As of December 31, 2006 and 2005, $114,718 and $573,622 are the remaining amount left to be accrued and amortized through March 2007.warrants were issued.

The Company has the following warrants outstanding:

Outstanding as of January 1, 20081,388,292
Granted-
Forfeited(93,334)
Exercised(140,000)
Outstanding As of December 31, 20081,154,958
Granted5,523,691
Forfeited-
Exercised-
Outstanding As of December 31, 20096,678,649

 
Outstanding Warrants
  
Exercisable Warrants
 
 
Exercise
Price
 Number  
Average
Remaining
Contractual
Life
  
Average
Exercise
Price
  Number  
Average
Remaining
Contractual Life
 
$5  6,678,649   3.0  $5   3,900,871   3.36 

Note 21 -19 – Retirement plan

Regulations in the People’s Republic of ChinaPRC require the Company to contribute to a defined contribution retirement plan for all employees. All Joint Venture employees are entitled to a retirement pension amount calculated based upon their salary at their date of retirement and their length of service in accordance with a government managed pension plan. The PRC government is responsible for the pension liability to the retired staff.

The Company became a foreign joint venture entity in the year of 2004. For the year ended December 31, 2005, it was the first year the Company wasis required to make contributions to the state retirement plan atcontribute 20% of the employees’ monthly base salary. Employees are required to contribute 7%8% of their base salary to the plan. Total pension expense incurred by the Company amounted to $346,385, $236,730$3.8 million, $3.0 million and $0$1.6 million for the years ended December 31, 2006, 20052009, 2008 and 2004,2007, respectively.

See report of independent registered public accounting firm.

89


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Note 22-20 – Statutory reserves

The laws and regulations of the People’s Republic of China require that before a Sino-foreign cooperative joint venturean enterprise distributes profits to its partners, it must first satisfy all tax liabilities, provide for losses in previous years, and make allocations, in proportions determined at the discretion of the board of directors, afterto the statutory reserve.
See report of independent registered public accounting firm.
F-21

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
reserves. The statutory reserves include the surplus reserve fund, common welfare fund,funds and the enterprise fund. Daqiuzhuang Metal, the Company's operating subsidiary in China, did not become a Sino Joint Venture until 2004; therefore, no reserve was made in 2003.fund and these statutory reserves represent restricted retained earnings.

Surplus reserve fund

The Company is required to transfer 10% of its net income, as determined in accordance with the PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.

The transfer to this reserve must be made before distribution of any dividend to shareholders. For the years ended December 31, 2006 and 2005, the Company transferred $266,257 and $685,959, representing 10% of the year’s net income determined in accordance with PRC accounting rules and regulations, to this reserve. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Note 23 -21 – Commitment and contingencies

Commitments

Daqiuzhuang Metal provides dormitory facilities for its employees under a 10 year rental contract. The agreement began January 2006 and required full prepayment for the 10 year period totaling $0.5 million.

Daqiuzhuang Metal rented land for 50 years starting September 2005. Total amount of the rent over the 50 years period is approximately $1.0 million (or RMB 8 million).

Baotou Steel Pipe Joint ventureVenture has 5 years rental agreement with Baotou Steel

On September 28, 2005, General Steel Investment Co., Ltd., a wholly owned subsidiary of General Steel Holdings, Inc., entered into a certain Baotou-GSHI Special Steel Joint Venture Agreement (the "Agreement") with Daqiuzhuang Metal Sheet Co., Ltd., and Baotou Iron and Steel (Group) Co., Ltd., a limited liability company formed under the laws of the People's Republic of China (the "Baotou Steel").Bao Gang Jian An for buildings. The name of the joint venture will be Baotou Steel-General Steel Special Steel Joint Venture Company Limited.

The Joint Venture Company will be located at Kundulun District, Baotou City, Inner Mongolia, China. The stated purposes of the Joint Venture Company are, among others, to produce and sell special steel and to improve the product quality and the production capacity and competitiveness by adopting advanced technology in the production of steel products. The Joint Venture Company shall have a capacity of producing 600,000 of specialty steel products aagreement began June 2007 for $0.3 million (or RMB1.8 million) per year.

The registered capitalAs of December 31, 2009, total future minimum lease payments for the joint venture will be approximately $24,000,000. The products of the joint venture will be sold in the Chinese market and abroad. The ownership will be comprised of the following:unpaid portion under an operating lease were as follows:

% Ownership
Baotou Iron and Steel (Group) Co.,Ltd.49%
General Steel Investment Co., Ltd.31%
Daqiuzhuang Metal Sheet Co., Ltd20%
Year ended December 31,
 Amount 
  
(in thousands)
 
2010 $264 
2011  264 
2012  132 
2013  - 
2014  - 
Thereafter  661 
Total $1,321 

See report of independent registered public accounting firm.

F-2290


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 20062009

Baotou Steel shall contribute land, existing equipmentTotal rental expense amounted to $0.3 million, $0.3 million and materials at an estimated value$0.2 million for the years ended December 31 2009, 2008 and 2007, respectively.

Hancheng Tongxing Metallurgy Co., Ltd., one subsidiary of approximately $12,000,000 which will be contributed to the joint venture at the date of the approval ofLongmen Joint Venture, or issuanceis obligated to contribute $33.0 million (RMB 225 million), as registered capital to Shaanxi Longmen Coal and Chemical Co., Ltd by the end of 2010. Tongxing had contributed $6.6 million as of December 31, 2009.

Long Men Joint Venture has a $14.6 million contractual obligation in its construction project as of December 31 2009.

The Company entered an agreement to build a TRT Electricity Generator inside the business license.subsidiary, Longmen Joint Venture’s production plant. The value ofCompany makes payments for the assets to be contributed by Baotou Steel will be stated at fair market value. General Steel Investment Co., Ltd. will contribute approximately $7,500,000 of cash and Daqiuzhuang Metal will contribute approximately $5,000,000 cash. These contributions will be required to be made oncost via scheduled payments after the followingTRT was put into use in April 2009. The future payment schedule 30% of their capital contribution within 30 days ofassociated with the date of approval of the Joint Venture; 30% of their capital contribution within 3 months of the date of approval of the Joint Venture; and 40% of their capital contribution within 6 months of the date of approval of the Joint Venture. The Company will use the consolidation method to account for the joint venture.
arrangement is as follow:

These contributed assets will be used to commence a new operation. The joint venture will purchase a 100-tonne electric furnace and a refiner furnace to produce high quality specialty steel using advanced technology. This type of specialty steel has not been previously produced by Baotou Steel. This advanced technology has not been previously utilized by Baotou Steel. This new joint venture will aim to enter into a new market segment of high-end specialty steel.
Year ended December 31,
 Amount 
  (in thousands) 
2010 $3,315 
2011  1,658 
Thereafter  - 
Total $4,973 

Upon the commencement of the joint venture, the rights of the minority shareholders of Daqiuzhuang Metal Sheet Co. Ltd. will be limited to receiving a distribution of profits from the joint venture; the minority shareholders will not have any voting rights.Contingencies

As of December 31, 2006,2009 the Company has not received the approvalguaranteed bank loans for related parties and third parties bank loans, including line of the Baotou Steelcredit, amounting to $192.4 million.

Longmen Joint Venture and it is still under government review and maybe subject to further industry sector review by the relevant authorities in China in viewhad $186.5 million guarantees as of the sensitive nature of the steel industry. The management at this point is uncertain if and when the government approval will be granted. Currently none of the operations of Baotou Steel is consolidated into the Company’s financial statements as there is no ownership or control relationship between the Company and Baotou Steel at this time.
Note 24 - Subsequent eventsDecember 31, 2009.

Issuance of shares to Aurelius Consulting Group, Inc.
Nature of 
 
Guarantee
  
guarantee
 
amount
 Guaranty period
  (In thousands)  
Importation L/C $17,604 July 2009 to July 2010
Domestic L/C  1,467 July 2009 to July 2010
Bank loan  156,382 Various from March 2009 to December 2010
Notes payable  11,003 Various from March 2009 to July 2010
Total $186,456  

On February 12, 2007, the Company issued to Aurelius Consulting Group, Inc., (known to usMaoming had $5.9 million in guarantees as RedChip Companies, Inc.) 18,000 shares of restricted Reg. F.D. (Rule 144) stock as a portion of their compensation for investor relations services rendered.December 31, 2009.

Investors Electing Not to Exercise Put Option
Nature of Guarantee  
guarantee
 
amount
 Guaranty period
  (In thousands)  
Bank loan $5,868 Various from June 2009 to October 2010

Pursuant to a put right granted to the investors in the September 2005 private placement, described in the “About Our Recent Private Placement” section of this report, the investors had the right to request us to repurchase part or all of the 1,176,665 shares of our common stock on March 1, 2007 (the “Repurchase Date”) at a per share price of $1.95 per share. If an investor elected to put the shares back to us on the Repurchase Date, the investor was required to notify us 60 days prior to the Repurchase Date. This date was January 1, 2007. The following investors elected not to put the shares back to us at a per share price of $1.95.
See report of independent registered public accounting firm.

F-2391


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 2006
Number of Shares
Name of InvestorsPossessed
Yuji Komiya33,333
John Yoo33,333
Zayd International Limited70,000
Robertson Investments Limited6,666
Jun Ren13,333
Yun Qian Xie20,000
Total number of shares not demanded to be redeemed176,665
Investors Electing to Extend Put Option to US2009

PursuantThe Company has evaluated the guarantee and concluded that the likelihood of having to make payments under the guarantee is remote.

Note 22 – Segments

The Company sells steel which is used by customers in various industries.  The Company’s chief operating decision-makers (i.e. chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level.  Based on qualitative and quantitative criteria established by the accounting standards, the Company considers itself to be operating within one reportable segment.

The Company does not have long-lived assets located in foreign countries. In accordance with the enterprise-wide disclosure requirements of the accounting standard, the Company's net revenue from external customers by main product lines is as follows:

  
December 31,
2009
  
December 31,
2008
  
December 31,
2007
 
  
(in thousands)
  
(in thousands)
  
(in thousands)
 
Products         
Re-bar $1,534,696  $1,182,433  $618,315 
Hot-Rolled Sheets  58,833   132,458   147,727 
High Speed Wire  62,487   23,280   - 
Spiral-Welded Steel Pipe  12,430   13,032   6,398 
             
Total sales revenue $1,668,446  $1,351,203  $772,440 

Note 23 – Subsequent Event

The Company expects to finalize the lease of Daqiuzhuang facility and operation by the facility’s current general manager.  Changing the business model of this facility from a direct operations model to a put right grantedleased operations model will allow us to the investorsreduce overhead costs and provide a steady revenue stream in the September 2005 private placement, described inform of fixed monthly lease revenue.  The Company will disclose specific terms of the “About Our Recent Private Placement” sectionlease agreement when the definitive agreement is finalized approximately at the end of this report, On March 1, 2007, we received written notification from Matlin Patterson Global Opportunities Partners II L.P. (3) and Matlin Patterson Global Opportunities Partners (Caymans) II L.P. (3) asking us to extend the Date of Repurchase from March 1, 2007, until September 1, 2007, and to keep the redemption price unchanged at $1.95 per share. We agreed to this request and extended the Date of Repurchase and repurchase price as per their request. The number of shares held by Matlin Patterson Global Opportunities Partners II L.P. (3) and Matlin Patterson Global Opportunities Partners (Caymans) II L.P. (3) is listed below2010.
 
Number of Shares
Name of InvestorsPossessed
Matlin Patterson Global Opportunities Partners II L.P.736,361
Matlin Patterson Global Opportunities Partners (Caymans) II L.P.263,639
Total number of shares extended1,000,000
The Company evaluated subsequent events through the date these consolidated financial statements were issued.
 
See report of independent registered public accounting firm.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

a) Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.
Based upon our evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2009, the end of the period covered by this report, the disclosure controls and procedures were effective at a reasonable assurance level to provide information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.
b)Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.
Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, 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 of the United States and includes those policies and procedures that:

·       pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
·       provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles of the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our board of directors; and
93

·       provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management conducted the above-referenced assessment of the effectiveness of our internal control over financial reporting as of December 31, 2009 using the framework set forth in the report entitled, “Internal Control—Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Report. Based on management’s evaluation and the criteria set forth in the COSO Report, management concluded that our internal control over financial reporting was effective as of December 31, 2009.
The effectiveness of our company’s internal control over financial reporting as of December 31, 2009 has been audited by Frazer Frost, LLP, our company’s independent registered public accountants, as stated in its report attached hereto.

c)Changes in Internal Control over Financial Reporting
As reported in our 2008 Form 10-K, management had identified related party transaction identification and accounting personnel competence as material weaknesses as of December 31, 2008. Our efforts to remediate the weaknesses in our internal controls included:
·Identifying and hiring additional accounting personnel with U.S. GAAP and SEC reporting experience;
·Providing training to our finance personnel to improve their knowledge of U.S. GAAP and SEC reporting requirements;
·Engaging PriceWaterhouseCoopers to consult on our internal audit function as well as other internal control practices;
·Developing specific procedures and controls on related party identification as below:
oDevelop an accounting manual in defining related parties
oDevelop a checklist for identifying new customers and vendors
oCoordinate with administrative and sales departments to identify unusual transactions
oReevaluate all major customers and vendors according to our accounting manual
oDevelop a new function of accounting software to automate manual processes especially in the area of related party transaction identification.
During the year ended December 31, 2009, there were no significant changes other than those described above in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

94

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
General Steel Holdings Inc. and Subsidiaries
We have audited General Steel Holdings Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assertion of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets and the related consolidated statements of operation and other comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows of the Company and our report dated March 16, 2010 expressed an unqualified opinion.

/s/ Frazer Frost, LLP (Successor Entity of Moore Stephens Wurth Frazer and Torbet, LLP, see Form 8-K filed on January 7, 2010)

Brea, California
March 16, 2010
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ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information to be included in the sections entitled, “Election of Directors” and “Our Executive Officers,” respectively, in the Definitive Proxy Statement for the Annual Meeting of Stockholders to be filed by us with the Securities and Exchange Commission no later than 120 days after December 31, 2009 (the “2010 Proxy Statement”) is incorporated herein by reference.
The information to be included in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2010 Proxy Statement is incorporated herein by reference.
The information to be included in the section entitled “Code of Business Conduct and Ethics” in the 2010 Proxy Statement is incorporated herein by reference.
We have filed, as exhibits to this annual report, the certifications of our Principal Executive Officer and Principal Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

ITEM 11. EXECUTIVE COMPENSATION.

The information to be included in the sections entitled “Executive Compensation” and “Directors’ Compensation” in the 2010 Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information to be included in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the 2010 Proxy Statement is incorporated herein by reference. 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information to be included in the sections entitled “Certain Relationships and Related Transactions,” “Board Independence,” and “Compensation Committee Interlocks and Insider Participation” in the 2010 Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
We were notified that, effective January 1, 2010, certain partners of its previous independent accounting firm, Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”), and certain partners of Frost, PLLC (“Frost”) formed Frazer Frost, LLP (“Frazer Frost”), a new partnership. Pursuant to the terms of a combination agreement by and among MSWFT, Frazer Frost and Frost (the “Combination Agreement”), each of MSWFT and Frost contributed all of their assets and certain of their liabilities to Frazer Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter with us. On January 7, 2010, the Audit Committee of our Board of Directors approved the engagement of Frazer Frost as MSWFT’s successor to continue as our independent accounting firm.

The information to be included in the section entitled “Independent Registered Public Accountants” in the 2010 Proxy Statement is incorporated herein by reference.

96


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) and (2) – LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements are included herein under Part II, Item 8, Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets—December 31, 2009 and 2008
Consolidated Statements of Operations and Other Comprehensive (Loss) Income for the years ended December 31, 2009, 2008, and 2007
 
F-24
Consolidated Statements of Changes in Equity for the years ended December 31, 2009, 2008, and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
Notes to Consolidated Financial Statements
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or information required is included in the financial statements or notes thereto and, therefore, have been omitted.

(3) – LIST OF EXHIBITS

Exhibit
Number
Description

1.1 Baotou Steel - GSHI Special Steel Joint Venture Agreement dated as of September 28, 2005 by and between Baotou Iron & Steel (Group) Co., Ltd., General Steel Investment Co., Ltd. and Daqiuzhuang Metal Sheet Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the Commission on October 31, 2005 and incorporated herein by reference).

1.2Placement Agent Agreement dated December 24, 2009, by and between FT Global Capital, Inc., Rodman & Renshaw, LLC, and General Steel Holdings, Inc. (included as Exhibit 1.1 to the Form 8-K with the Commission on December 24, 2009 and incorporated herein by reference).

97


2.1Agreement and Plan of Merger dated as of October 14, 2004 by and among American Construction Company, General Steel Investment Co., Ltd. and Northwest Steel Company, a Nevada corporation (included as Exhibit 2.1 to the Form 8-K/A filed with the Commission on October 19, 2004 and incorporated herein by reference).

3.1 Articles of Incorporation of General Steel Holdings, Inc. (included as Exhibit 3.1 to the Form SB-2 filed with the Commission on June 6, 2003 and incorporated herein by reference).

3.2Amendment to the Articles of Incorporation dated February 22, 2005 (filed herewith).

3.3Amendment to the Articles of Incorporation dated November 14, 2007 (filed herewith).

3.4Certificate of Designation of Series A Preferred Stock of the registrant (included as Exhibit 10.6 to the Form 10-K filed March 31, 2008 and incorporated herein by reference).

3.5Bylaws of General Steel Holdings, Inc. (filed herewith).

4.1 Subscription Agreement (included as Exhibit 4.1 to the Form SB-2/A, filed with the Commission on September 12, 2003 and incorporated herein by reference).

4.2Form of Warrant (included as Exhibit 99.3 to the Form 8-K/A, filed with the Commission on December 14, 2007 and incorporated herein by reference).

4.3Form of Convertible Note (included as Exhibit 99.2 to the Form 8-K, filed with the Commission on December 14, 2007 and incorporated herein by reference).

4.4Form of Common Stock Purchase Warrant (included as Exhibit 4.1 to the Form 8-K filed on December 24, 2009 and incorporated herein by reference).

4.5
Form of Warrant Reset Agreement by and between General Steel Holdings, Inc. and Hudson Bay Fund, LP (included as Exhibit 10.3 to the Form 8-K filed on December 24, 2009 and incorporated herein by reference).

4.6
Form of Warrant Reset Agreement by and between General Steel Holdings, Inc. and the holders of the December 2007 Warrants (not including Hudson Bay Fund, LP) (included as Exhibit 10.4 to the Form 8-K filed on December 24, 2009 and incorporated herein by reference).
 
10.1Investment Agreement, dated December 12, 2007, by and between Shaanxi Longmen Iron and Steel Co., Ltd. and certain shareholders of Hancheng Tongxing Metallurgy Co., Ltd. (included as Exhibit 99.1 to the Form 8-K filed on January 11, 2008 and incorporated herein by reference).

10.2 Equity Purchase Agreement, dated June 25, 2008, by and between the Company and Tianjin Qiu Steel Investment Limited with Maoming Hengda Steel Group Limited, Beijing Tianchenghengli Investments Limited and Mr. Chen Chao (included as Exhibit 99.1 to the Form 8-K filed on June 30, 2008 and incorporated herein by reference).

98


10.3Letter of Intent, dated as of September 1, 2008 between the Company and Yantai Steel Pipe Co., Ltd. of Laiwu Iron & Steel Group (included as Exhibit 10.1 to the Form 8-K filed on September 4, 2008 and incorporated herein by reference).

10.4Debt Waive Agreement, dated September 27, 2008, by and between the Maoming Hengda Steel Group Limited and Guangzhou Hengda Industrial Group Limited (included as Exhibit 99.1 to the Form 8-K filed on September 29, 2008 and incorporated herein by reference).

10.5Form of Securities Purchase Agreement (included as Exhibit 99.1 to the Form 8-K/A, filed with the Commission on December 14, 2007 and incorporated herein by reference).

10.6 Form of Registration Rights Agreement (included as Exhibit 99.5 to the Form 8-K/A, filed with the Commission on December 14, 2007 and incorporated herein by reference).

10.7Certificate of Designation dated August 15, 2007 (included as Exhibit 10.6 to the Form 10-K, filed with the Commission on March 31, 2008 and incorporated herein by reference).

10.8General Steel Holdings, Inc. 2008 Equity Incentive Plan (included as Appendix A to the Schedule 14A filed June 20, 2008 and incorporated herein by reference).
10.9Service Agreement, dated February 25, 2009, by and between General Steel Holdings, Inc. and James Hu thereto (included as Exhibit 10.1 to the February 27, 2009 and incorporated herein by reference).

10.10Form of Securities Purchase Agreement, dated as of December 24, 2009, by and between General Steel Holdings, Inc. and each purchaser signatory thereto (included as Exhibit 10.1 to the December 24, 2009 and incorporated herein by reference).

10.11Form of Voting Agreement (included as Exhibit 10.2 to the Form 8-K filed on December 24, 2009 and incorporated herein by reference).
99


10.12Amendment to the Securities Purchase Agreement dated October 5, 2009 to the Securities Purchase Agreement, December 13, 2007 by and among General Steel Holdings, Inc. and the Buyers set forth therein (filed herewith).

21Subsidiaries of the registrant.
23
Consent of Frazer Frost, LLP (filed herewith).
31.1Certification of Chief Executive Officer.

31.2Certification of Chief Financial Officer.

32.1Certification of Chief Executive Officer and Chief Financial Officer.

100


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL STEEL HOLDINGS, INC.
By:  /s/ Zuo Sheng Yu

Name:  YU Zuo Sheng
Title:  Chief Executive Officer and Chairman
Date:  April 2, 2007
GENERAL STEEL HOLDINGS, INC
By:  /s/ Zuosheng Yu
Name: Zuosheng Yu
Title: Chief Executive Officer and Chairman
Date: March 16, 2010
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
     
/s/ Zuo ShengZuosheng Yu PresidentChairman and Chief Executive Officer April 2, 2007March 16, 2010
YU, Zuo ShengZuosheng (Principal Executive Officer)  
     
/s/ John Chen John Director and Chief Financial Officer April 2, 2007March 16, 2010
CHEN, John (Principal Accounting and Financial Officer)  
     
/s/ Zhao Sheng GuoRoss Warner Director April 2, 2007
ZHAO Sheng Guo
/s/ Tian Lian HuiDirectorApril 2, 2007
TIAN Lian Hui
/s/ Warner RossDirectorApril 2, 2007March 16, 2010
WARNER, Ross    
     
/s/ Wong JohnDan Li Zhang Director and April 2, 2007March 16, 2010
ZHANG, Dan LiGeneral Manager of Longmen Joint Venture
/s/ John WongIndependent DirectorMarch 16, 2010
WONG, John    
     
/s/ Wang Guo DongQing Hai Du Independent Director April 2, 2007March 16, 2010
DU, Qing Hai
/s/ Zhong Kui CaoIndependent DirectorMarch 16, 2010
CAO, Zhong Kui
/s/ Chris WangIndependent DirectorMarch 16, 2010
WANG, Guo DongChris
/s/ James HuIndependent DirectorMarch 16, 2010
HU, James    

-40-101