UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 Ended December 31, 2009

2011

OR

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

Commission file number: 001-33717

General Steel Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada41-2079252
(State of Incorporation)
(I.R.S. Employer
Identification Number)
 
Kuntai International Mansion Building,
Suite 2315 
Yi No. 12 Chaoyangmenwai Avenue,
Chaoyang District,
Beijing, China
100020
(Address of Principal Executive Offices)(Zip Code)Identification Number)

Level 21, Tower B, Jiaming Center

No. 27 Dong San Huan North Road

Chaoyang District,

Beijing, China, 100020

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number: +86 (10) 5879-7346

5775 7691

Securities registered pursuant to Section 12(b) of the Act:

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: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes¨ Nox

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¨Nox    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ No¨x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’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 smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Fileraccelerated filer ¨o
Accelerated Filerfiler xo
Non-accelerated Filerfiler ¨o

(Do not check if a smaller reporting company)
Smaller reporting company ¨x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ Nox

The aggregate market value of the voting common equity held by non-affiliates as of June 30, 2009,2011, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the price of $1.49 that was the closing price of the common stock as reported on the New York Stock Exchange under the symbol “GSI” on such date, was approximately $85$49.4 million. General SteelThe registrant has no non-voting common equity.

The number of shares outstanding of capital stock as of March 15, 2010February 7, 2013 was 51,618,595.54,797,532.


Documents Incorporated by Reference:
The information called for by Part III is incorporated by reference to the 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.


TABLE OF CONTENTS

PART I
   
ITEM 1.BUSINESS.34
ITEM 1A.RISK FACTORS.1113
ITEM 1B.UNRESOLVED STAFF COMMENTS.2428
ITEM 2.PROPERTIES.
24
28
ITEM 3.LEGAL PROCEEDINGS.2630
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.MINE SAFETY DISCLOSURES.2630
   
PART II
   
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.2630
ITEM 6.SELECTED FINANCIAL DATA.2831
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.2931
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.5455
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.5456
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.93105
ITEM 9A.CONTROLS AND PROCEDURES.93105
ITEM 9B.OTHER INFORMATION.96107
   
PART III
   
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
96
107
ITEM 11.EXECUTIVE COMPENSATION.
96
113
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
96
115
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
96
117
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.
96
125
   
PART IV
   
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.97127
  
SIGNATURESSIGNATURES.97130

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Cautionary Statement

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Annual Report on Form 10-K or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company’s expectations are as of the date this Annual Report on Form 10-K is filed, and the Company does not intend to update nor is obligated to update any of the forward-looking statements after the date this Annual Report on Form10-K is filed to confirm these statements to actual results, unless required by law.

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2


PART I


ITEM 1. BUSINESS.


Overview

Our company was

We were incorporated on August 5, 2002, in the State of Nevada. We are headquartered in Beijing, China and operate a diverse portfolio of Chinese steel companies. Our companiesWe serve various industries and produce a variety of steel products including:including, but not limited to: reinforced bars (“rebar”), hot-rolled carbon, and silicon sheets, spiral-weld pipes and high-speed wire. Our current aggregate annual production capacity of steel products is 6.37 million metric tons of which the majority is rebar. Individual industry segmentscrude steel. Our individual product categories have uniquea variety of demand drivers, such as rural income, infrastructure construction and energy consumption. Domestic economic conditions are also an overall demand driver for all our products.


Our vision is to become one of the largest and most profitable non-government owned steel companies in China.


the People’s Republic of China (“PRC”). Our mission is to acquiregrow our business organically, and through the acquisition of Chinese steel companies, and increase their profitability and efficiencies with the application ofefficiency by utilizing western management practices and advanced production technologies, and the infusion of capital resources.

Our two-pronged growth strategy isincludes organic growth and mergers and acquisitions (“M&A”). On the organic growth side, we aim to grow through aggressiveoperation optimization, capacity expansion and margin expansion by improving operational efficiency and cost structure. On the M&A side, we aim to expand through mergers, joint ventures and acquisitions targeting state-owned enterprise steel companies and selected entities with outstanding potential. We have executed this strategy into date by acquiring controlling interest positions in three joint ventures. Our business currently operates through four steel-related subsidiaries and one raw material trading subsidiary and we are actively pursuing a planattempting to acquire additional assets.

Unless the context indicates otherwise, as used herein the terms “General Steel”, the “company”“Company”, “we”, “our” and “us” refer to General Steel Holdings, Inc. 


Steel Related Subsidiaries


and Raw Material Trading Company

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


subsidiaries and one raw material trading subsidiary:

 ·Tianjin Daqiuzhuang Metal SheetGeneral Steel (China) Co., Ltd. (“General Steel (China)”);
 ·Baotou Steel - General Steel Special Steel Pipe Joint Venture Company Limited;Limited (“Baotou Steel Pipe Joint Venture”);
 ·Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”); and
 ·Maoming Hengda Steel Group,Co., Ltd. (“Maoming Hengda”); and
·Tianwu General Steel Material Trading Co., Ltd. (“Tianwu Joint Venture”).

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Tianjin

Our Company, together with our subsidiaries, majority owned subsidiaries and variable interest entity, are referred to as the Group.

General Steel (China) Co., Ltd

General Steel (China), formerly known as “Tianjin Daqiuzhuang Metal Sheet Co., Ltd.


Tianjin Daqiuzhuang  Metal Sheet Co., Ltd. ("Daqiuzhuang Metal") started operations in 1988. Daqiuzhuang Metal’s core business is manufacturing high quality hot-rolled carbon and silicon steel sheets mainly used in the production of small agricultural vehicles and 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, including heating, rolling, cutting, annealing, and flattening to process and cut coil segments into steel sheets which have a length of approximately 2,000mm; a width of approximately 1,000mm, and a thickness ranging from 0.75mm to 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 MetalGeneral Steel (China) 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 retainGeneral Steel (China) retains the use of the name Daqiuzhuang Metal“Daqiuzhuang Metal” for brand recognition purposes within the industry.


By the end of

On March 31, 2010, we expect to finalize theGeneral Steel (China) entered into a lease of ouragreement with Tianjin Daqiuzhuang Steel Plates Co., Ltd. (the “Lessee”), whereby General Steel (China) leased its facility and operationlocated at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City to the facility’s current general manager.  ChangingLessee (the “Lease Agreement”). The Lease Agreement provides approximately 776,078 square feet of workshops, land, equipment and other facilities to the business model of this facility from a direct operations model to a leased operations model will allow usLessee and allows our Company to reduce overhead costs while providing a recurring monthly income stream resulting from payments due under the lease. The initial term of the Lease Agreement was from January 1, 2010 to December 31, 2011 and providethe monthly base rental rate due to General Steel (China) was approximately $0.2 million (RMB1.7 million).On July 28, 2011, General Steel (China) signed a steady revenue streamsupplemental agreement with the Lessee to extend the lease for an additional five years to December 31, 2016. However, due to current steel market conditions, the Lessee has informed us that they did not intend to continue with the lease at the end of 2012. There is no penalty for early termination. General Steel (China) currently does not have plans to lease the facility to another company and as such, a write-down in the formcarrying value of fixed monthly lease revenue.  We will disclose specific termsproperty, plant and equipment in relation to this event has been assessed and an impairment of $5.4 million (RMB 35.1 million) was recorded in the lease agreement when we sign the definitive agreement.


selling, general and administrative expenses.

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


Company Limited

On April 27, 2007, Daqiuzhuang MetalGeneral Steel (China) 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'sGeneral Steel (China)’s ownership interest in the related joint venture to 80%. The joint venture company’sventure’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 Chinathe PRC 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 primarily used mainly in the energy 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.


the PRC.

Shaanxi Longmen Iron and Steel Co., Ltd.


Ltd

Effective June 1, 2007, through two subsidiaries, Daqiuzhuang MetalGeneral Steel (China) and Tianjin Qiu Steel Investment Co., Ltd. (“Qiu Steel”), a 99% owned company of General Steel (China), 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,General Steel (China) and Qiu Steel, we invested approximately $39$39.3 million in cash and collectively hold approximatelyheld a 60% of theownership interest in Longmen Joint Venture.


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Venture until April 29, 2011 when a 20-year Unified Management Agreement (the “Unified Management Agreement”) was entered into between our Company, Longmen Joint Venture, Shaanxi Coal and Shaanxi Steel. Longmen Joint Venture was determined as a Variable Interest Entity (“VIE”) and we are the primary beneficiary.

Long Steel Group, located in Hancheng city, Shaanxi province,Province, in China’s centralwestern region, was founded in 1958 and incorporated in 2002.2002 and is owned by a state owned entity through Shaanxi Steel. Long Steel Group holds the remaining 40% ownership interest in Longmen GroupJoint Venture and operates as a fully-integrated steel production facility.  LessFewer than 10% of steel companies in China have fully-integrated steel production capabilities.


Currently, the Longmen Joint Venture has fourfive branch offices, sixfive consolidated subsidiaries under direct control and six entities in which it has a non-controllingnoncontrolling interest. It employs approximately 6,3179,400 full-time workers.  In addition to steel production, the Longmen Joint Venture operates transportation services through its Changlong Branch, located atin Hancheng city, Shaanxi province.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 blast furnaces.  Its annualized coke production capacity is 200,000 metric tons.  Tongxing sells all of its output to Longmen Joint Venture.
Longmen Joint Venture does not own iron pelletizing facilities.

Longmen Joint Venture’s rebar products are categorized within the steel industry 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 in Shaanxi Province 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,Province, located 180km from the Longmen Joint Venture’s main steel production site. Currently, we estimate that we have an approximateapproximately a 72% share of the Xi’an market for rebar.


An established regional network of approximately 100136 distributors and four sales offices sell the Longmen Joint Venture’s products. All products sell under the registered brand name of “Yulong,” which enjoyshas strong regional recognition and awareness. Rebar and billet products carry ISO 9001 and 9002 certificationcertifications and many other of Longmen Joint Venture’s products have won national quality awards. Products produced at the facility have been used in the construction of the Yangtze River Three Gorges Dam, the 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 controlling74.92% ownership interest in two subsidiaries of Longmen Group: Longmen Iron and Steel Group Co., Ltd. Environmental Protection Industry Development Co., Ltd. (“Longmen EPID”) and. At the same time, Longmen Joint Venture entered into an equity transfer agreement with Long Steel Group to acquire a 36% ownership interest in its subsidiary, Longmen Iron and Steel Group Co., Ltd. Hualong Fire Retardant Materials Co., Ltd. (“Hualong”).


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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$0.4 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. TheHualong’s facility produces fire-retardant materials used in various steel making processes.

On January 11, 2008, the Longmen Joint Venture completed itsthe acquisition of a controlling22.76% equity interest in Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”). The Longmen Joint Venture contributed its land use right of 21.45 hectares (approximately 53 acres) withat an appraised value of approximately $4.1 million (RMB30 million). Pursuant to the agreement, the land was exchanged in exchange 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. Itsa rebar processing facility haswith an annualized rolling capacity of 300,000 metric tons.


•  

In January 2010, Longmen Joint Venture completed its acquisition of the remaining 25.08% interest in Longmen EPID pursuant to an equity transfer agreement with Shaanxi Fangxin Industrial Co., Ltd. (“Shaanxi Fangxin”), the other shareholder of Longmen EPID, for $1.3 million (RMB 8.7 million). Longmen EPID then became a branch of Longmen Joint Venture.

From June 2009 to March 2011, we worked with Shaanxi Steel to build new iron and steel making facilities, including two 1,280 cubic meter blast furnaces, two 120 metric ton converters, one 400 square meter sintering machine and some auxiliary systems. As a result, Longmen Joint Venture incurred certain costs of construction as well as economic losses on suspended production of certain small furnaces and other equipment to accommodate the construction of the new equipment, on behalf of Shaanxi Steel.

Dismantling of certain assets and a sub-lease of Longmen Joint Venture’s land associated with this construction by Shaanxi Steel began in June 2009. At the beginning of the construction in June 2009, Longmen Joint Venture reached an oral agreement with Shaanxi Steel that all costs incurred related to the construction would be reimbursed by Shaanxi Steel. From that point forward through construction and testing until completion of the project in March 2011, Longmen Joint Venture recorded the related costs as they were incurred according to the nature of these costs and recognized the related receivable from Shaanxi Steel. In December 2010, Shaanxi Steel and Longmen Joint Venture were able to finalize the amount of costs incurred by the Longmen Joint Venture to be reimbursed and executed two signed agreements between the two parties on December 20, 2010. Therefore, to compensate us, in the fourth quarter of 2010, Shaanxi Steel reimbursed Longmen Joint Venture $11.0 million (RMB 70.1 million) related to the value of assets dismantled, $5.8 million (RMB 38.1 million) for various site preparation costs incurred by Longmen Joint Venture and rent under a 40-year property sub-lease that was entered into by the parties in June 2009, and $28.7 million (RMB 183.1 million) for the reduced production efficiency caused by the construction. In addition, in 2010 and 2011, Shaanxi Steel reimbursed Longmen Joint Venture $14.1 million (RMB 89.5 million) and $14.0 million (RMB 89.3 million), respectively, for trial production costs related to the new equipment.

During the period from June 2010 to March 2011, as construction progressed and certain of the assets came online, Longmen Joint Venture used the assets free of charge to produce saleable units of steel products during this period. As such, the cost of using these assets and therefore the fair value of the free rent received was imputed with reference to what the depreciation charge would have been on these assets had they been owned or under capital lease to Longmen Joint Venture during the free use period. This cost of$6.9 million (RMB 43.9 million) each yearwere deferred and will be recognized over the term of the land sub-lease similar to the other charges and credits related to the construction of these assets

Except for the reimbursement for site preparation costs which are reported as other income or a reduction of costs of goods sold in the fourth quarter of 2010, the remaining amount of reimbursement is deferred as lease income and recognized as a component of the property that was sub-leased during the construction and is to be amortized to income over the remaining term of the 40-year sub-lease.

As of December 31, 2011 and 2010, the deferred lease income on the land sub-lease was $78.5 million and $57.6 million, respectively. For the years ended December 31, 2011 and 2010, we recognized lease income of $2.0 million and $0.9 million, respectively.

On April 29, 2011, a 20-year Unified Management Agreement (the “Unified Management Agreement”) was entered into between the Company, Longmen Joint Venture, Shaanxi Coal and Shaanxi Steel. Shaanxi Steel is the controlling shareholder of Long Steel Group which is the non-controlling interest holder in Longmen Joint Venture, and Shaanxi Coal is the parent company of Shaanxi Steel, a state-owned entity. Under the terms of the Unified Management Agreement, all manufacturing machinery of Longmen Joint Venture and $581.4 million (or approximately RMB 3.7 billion) of the newly constructed iron and steel making facilities owned by Shaanxi Steel, which includes one 400m2 sintering machine, two 1,280m3 blast furnaces, two 120 ton converters and some auxiliary systems, are managed collectively as a single virtual asset pool (“Asset Pool”). Longmen Joint Venture manages the Asset Pool as the principal operating entity and is responsible for the daily operation of the new and existing facilities.

Furthermore, under the terms of the Unified Management Agreement, Shaanxi Coal has committed to providing Longmen Joint Venture with raw materials, including coke and coal, at a cost not higher than the market rate. In addition, the Unified Management Agreement includes provisions pursuant to which both Shaanxi Coal and Shaanxi Steel are expected to provide financial support, including credit guarantees, as needed for operations by Longmen Joint Venture. In December 2012, Shaanxi Coal has provided bank loan guarantees to Longmen Joint Venture in the amount of RMB 500 million ($77.3 million).In October 2012, Shaanxi Steel agreed that it will not demand capital lease payment from Longmen Joint Venture for next twelve months.

Longmen Joint Venture pays Shaanxi Steel for the use of the newly constructed iron and steel making facilities an amount equaling the depreciation expense on the equipment constructed by Shaanxi Steel in addition to 40% of the pre-tax profit generated by the Asset Pool. The remaining 60% of the pre-tax profit is allocated to Longmen Joint Venture. As a result, our economic interest in the profits generated by the Asset Pool decreased from 60% to 36%. However, the overall capacity under the management of Longmen Joint Venture has increased by three million tons, or 75%. The Unified Management Agreementis also expected to improve Longmen Joint Venture’s cost structure through sustainable and steady sourcing of key raw materials and reduced transportation costs.The distribution of profit is subject to a prospective adjustment after the first two years based on each entity’s actual investment of time and resources into the Asset Pool.

The parties to the Unified Management Agreement haveagreed to establish the Shaanxi Longmen Iron and Steel Unified Management Supervisory Committee (“Supervisory Committee”) to ensure that the facilities and related resources are being operated and managed according to the stipulations set forth in the Unified Management Agreement. However, the Board of Directors of Longmen Joint Venture remains the controlling decision-making body of Longmen Joint Venture and the Asset Pool.

The Unified Management Agreement constitutes an arrangement that involves a lease which met certain of the criteria of a capital lease and therefore, the lease is accounted for as such by Longmen Joint Venture. See Note 2 - “Summary of significant accounting policies”, Note 13 - “Capital lease obligations” and Note 14 - “Profit sharing liability” of the Notes to Consolidated Financial Statements included herein.

  In November 2010, we brought online a 1,200,000 metric ton capacity rebar production line, which was renovated based on an existing 800,000 metric ton capacity rebar production line. In July 2011, we brought online a 1,000,000 metric ton capacity high speed wire production line. These two newly installed production lines were both relocated from the Maoming Hengda (as defined below) facility and are expected to consume less energy when running at maximum efficiency compared to our previous production line.

Maoming Hengda Steel Group Limited


Co., Ltd

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”Maoming Hengda”).  The total registered capital of Maoming Hengda is approximately $77.8 million (RMB544.6(RMB 544.6 million).


Maoming’s

Maoming Hengda’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,Province, the Maoming Hengda facility haspreviously had two production lines capable of producingannual production capacities of 1.8 million metric tons of 5.5mm to 16mm diameter high-speed wire and 12mm to 38mm diameter rebar annually.rebar. The products arewere sold through nine distributors that targeting customers in Guangxi provinceProvince 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.

Guangdong.

To take advantage of a stronger market demand in Shaanxi Province, in the second quarter of 2009, we relocated the 800,000 metric ton capacity rebar production line from the Maoming Hengda’s facility to the Longmen Joint Venture.  InThereafter, in December 2010, we intend to relocaterelocated the 1,000,000 metric ton capacity high-speed wire production line from the Maoming Hengda’s facility to the Longmen Joint Venture. We intendVenture to installmeet increased demand in Shaanxi Province.

In December 2010, we brought online a new 400,000 metric ton capacity rebar production line. The new rebar line was constructed as a result of a strategic alliance agreement between Maoming Hengda and Zhuhai Yueyufeng Iron and Steel Co., Ltd. (“Yueyufeng”), executed on February 3, 2010.  According to operatethis agreement, Yueyufeng paid in advance $4.4 million in three installments to support the construction of the rebar production line for Maoming facility.


Hengda, and charged Maoming Hengda interest at a rate of 10% annually.  The interest expense incurred was recorded in finance expense.

Tianwu General Steel Material Trading Co., Ltd

We formed Tianwu General Steel Material Trading Co., Ltd. (“Tianwu Joint Venture”) with Tianjin Material and Equipment Group Corporation (“TME Group”).  The contributed capital of Tianwu Joint Venture was approximately $2.9 million (or RMB20 million), and we hold a 60% controlling interest.  TME Group is one of the largest and most diversified commodity trading groups in China.

Tianwu Joint Venture sources raw materials, mainly overseas iron ore, and is targeted to supply approximately 20% to 50% of our imported iron-ore needs, amounting to approximately two to three million metric tons on an annual basis.

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Operating

Production Capacity 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

 Annual Production Capacity (metric tons) 

General Steel 

(China)

  

Baotou Steel Pipe

Joint Venture

 

Longmen Joint

Venture 

 

Maoming

Hengda

          
Crude Steel -  - 7 million -
Processing 400,000  100,000 3.6 million 400,000
          
Main Products Hot-rolled sheet  Spiral-weld pipe Rebar/High-speed wire Rebar
          
Main Application Light Agricultural vehicles  Energy transport Infrastructure and construction Infrastructure and construction

Marketing and Customers


We sell our products primarily to distributors, and we typically collectingcollect payment from these distributors in advance.  Our marketing efforts are mainly directed toward those customers who have exactingdemanding requirements for on-time delivery, customer supportgeneral inquiries and product quality andquality.  We believe that these requirements as well as product planning are critical factors in our ability to serve this segment of the market.


Our revenue is dependent, in large part, on significant contracts with a limited number of large customers. For the year ended December 31, 2011, approximately 27% of our sales were to five customers. We believe that revenue derived from our current and future large customers will continue to represent a significant portion of our total revenue.

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.

Demand for our products


Products

Overall, domestic economic growth is an important demand driver of demand for our products, especially from 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 12th12th Five Year National Economic and Social Development Plan (“NESDP”) (2011-2015), development of China’s western region is one of the top-fivetop five economic priorities of the nation. Shaanxi province,Province, where Longmen Joint Venture is located, has been designated as a focal point for development intoin the western region, and Xi’an, the provincial capital, has been designated as a focal point for this development. Ourdevelopment in China. Longmen Joint Venture is 180 km from Xi’an and it does not have a major competitor within a 250 km radius.

The Western region of China where our major sales market is located has experienced a higher rate of growth than other Chinese regions in recent years. Compared to an increase of 9.6% for the national GDP, a GDP increase of 13.9% was reported by Shaanxi Province in 2011 over the previous year. Additionally, according to Accounting and Corporate Finance Production Statistics in Chin, Sichuan Province also reported a GDP increase of 14.7% where we have opened a sales office in Chengdu City, Sichuan Province to meet the increasing demand for the construction of steel.

According to the information released byShaanxi provincial government, the total fixed asset investment for the Shaanxi Provincial Development and Reform Commission, total fixed assets investment for Shaanxi provinceProvince was approximately RMB 113 billion1.0 trillion (approximately $157.1 billion) for the year ended December 31, 2009, a 71%2011, an increase of 18% over the same period last year. There are 139 constructionin 2010.

At the end of June 2009, the State Council Office announced that it approved the Guanzhong-Tianshui Economic Zone development program. This program covers the development of two western provinces and infrastructure projects scheduledseven cities from 2009 to begin in2020.

In addition, the province in 2010. Some ofGuanzhong-Tianshui Economic Zone will concentrate on the major projects include: nine new railways, one new airport, expansiondevelopment of the Xi’an area. The metropolitan area construction program focuses on the cities of Xi’an and Xianyang, and their surrounding areas, covering up to 12,000 square kilometers, including the construction of railways, highways, subways, airport twoexpansion and newly developed areas. Under this program, the Shaanxi provincial government has announced that it will build approximately 4,500 kilometers of railway with an investment of RMB260 billion (approximately $40.2 billion) by 2015 and 8,080 kilometers of highway by 2020. The infrastructure and construction projects provide strong and stable demand for our steel products in this area, in which we have over 70% of the market share.

 In January 2011, the central government announced a new ring subway systemslow-income housing policy. Under this policy, 10 million low-income houses will be built in 2011, with a total of 36 million low-income houses to be built over a five-year period. To ensure the construction of the low-income housing, the central government has announced that it will increase its investment in the project by 34.7% over its 2010 investment to approximately RMB103 billion, and 4 new dams. the local governments are expected to increase their investment as well.

As part of this policy, the Shaanxi provincial government also targets to build 470,000 low-income houses in 2011, covering approximately 30 million square meters, which is 2.5 times the amount of low-income houses initiated in 2010. This will generate a stable demand for steel construction within the Shaanxi Province.

In January 2011, the Shaanxi provincial government announced that it will invest RMB80 billion (approximately $12.2 billion) in the construction of hydro projects, which is three times the amount invested during the 11th Five Year National Economic and Social Development Plan.  In addition to hydro projects, according to the central government, 5,000 kilometers of high-speed railway will be built in 2011, with 16,000 total kilometers to be built by 2020. 

In May 2011, the central government passed the Cheng-Yu Economic Zone Plan focusing on Chongqing City and Sichuan Province, covering 206,000 square kilometers, to further accelerate the development of the western region of China.  We anticipate that in the near future, the demand for our products will increase in those areas, and we expect that our expanded production capacity will be able to successfully meet the increase in demand. Furthermore, we have a sales office located in Chengdu to help facilitate such increased demand.

We anticipate strong demand for our products driven by these and many other construction and infrastructure projects. We believe there will be sustained regional demand for several years as both the government continuescentral and provincial governments continue 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 smaller manufactures of metal security doors and wiring cabinets used in housing projects.

At Baotou Steel Pipe Joint Venture, energy sector growth, which spurs the need to transport 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 Hengda, infrastructure growth and business development in Maoming city, the surrounding GuangdongGuangxi cities and the western region of Guangxi provinceGuangdong Province drive demand for our construction steel products. As a second tier city, the industrialization and urbanization of Maoming city is one of the focal pointsfocuses of economic development in the west Guangdong province.


Province.

Supply of raw materials


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 useuses hot-rolled steel coil as theirits main raw material.  Longmen Joint Venture uses iron ore and coke as its main raw materials.  Maoming Hengda 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,Therefore, the prices of iron ore and coke are the primary raw material cost drivers for our products.


Iron Ore

Longmen Joint Venture accounts for 4.8has 7 million metric tons of our aggregate 6.3 million metric tons annual crude steel production capacity. At Longmen Joint Venture, approximately 90%85% of production costs are associated with is raw materials, with iron ore being the largest component.


In September 2010, we formed Tianwu Joint Venture with TME Group, one of the largest and most diversified commodity trading groups in China.Tianwu Joint Venture sources raw materials, mainly overseas iron ore, and is targeted to supply approximately 20% to 50% of our imported iron-ore needs, amounting to approximately two to three million metric tons on an annual basis. For the year ended December 31, 2011, we sourced approximately 11.3% of our iron ore consumption from Tianwu Joint Venture directly.

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 LongmenLong Steel Group, our partner in the Longmen Joint Venture), surrounding local mines and frommines located abroad. The Daxigou mine has 300 million metric tons of proven iron ore reserves. According to the terms of our Longmen Joint VentureVenture‘s Agreement with the LongmenLong Steel Group, we have a first rightsright of refusal for sales from the mine and for its development.Daxigou mine. We presently purchase all of the productionproducts from this mine.

Coke


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

Under the terms of the Unified Management Agreement, our partner, Shaanxi Coal, has committed to providing coke and coal to us at a cost not higher than the market price


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.

Our Longmen Joint Venture facility is located in the 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 a dependable, local supply and minimum transportation costs.


The sources and/or our top five major suppliers of our raw materials for the year ended December 31, 2011 are as follows (1):

follows:

Longmen Joint Venture


Name of the Major SupplierSuppliers 
Raw Material

Purchased
 
% of Total Raw

Material
Purchased
  
Relationship with
GSI

Company
Shaanxi Longmen Iron &Long Steel Group Co., Ltd. Iron Ore  21.423.2% Related partyParty
Shaanxi Haiyan Coal Chemical Industry Co., Ltd. Coke  11.113.6% Related partyParty
Shaanxi Huanghe Material Co., Ltd. Coke  7.96.0% OthersThird Party
Yunnan JinliyuanShanxi Hancheng Longhui Trading Co., Ltd. AlloyCoke  2.84.6% OthersThird Party
Beijing DaishangChina Railway Materials Xi’an Co., Ltd. Iron OreCoke  2.44.6% Related partyThird Party
  Total  45.652.0%  

Daqiuzhuang Metal

Baotou Steel Pipe Joint Venture

Name of the Major SupplierSuppliers 
Raw Material

Purchased
 
% of Total Raw

Material
Purchased
  
Relationship with
GSI

Company
Tianjin Hengying Trade Co., Ltd.Hot-roll coil60.1%Related party
General Tongyong QiuBaotou Dingxin 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%

Baotou Steel Pipe Joint Venture

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 coil  14.135.3% OthersThird Party
Baotou WeifengdaGangshang Trading Co., LtdSteel coil10.5%Others
Tianjin Fulida Pipe Co., Ltd. Steel coil  9.932.7% OthersThird Party
Tianjin Zhaoliang TradeNeimenggu Qianfang Steel Resources Co., Ltd. Steel coil  8.713.8% OthersThird Party
Baotou Jiaxiang Material Trading Co., Ltd.Steel coil5.7%Third Party
Neimenggu Zhonghou Steel Plate Co., Ltd.Steel coil4.8%Third Party
  Total  81.492.3%  

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Maoming


Hengda

Name of the Major SupplierSuppliers 
Raw Material

Purchased
 
% of Total Raw

Material
Purchased
  
Relationship with
GSI

Company
Maoming Shengze TradingHunan Xiangtan Guoshun Electricity & Coal Co., Ltd.Ltd BilletCoal  63.353.6% Related partyThird Party
China Railway Material Commercial Corporation Tianjin OfficeBillet22.4%Others
Guangxi Shenglong MetallurgyMaoming Zhengmao Develop Co., Ltd.Ltd Heavy oil  10.012.6% OthersThird Party
Maoming Dazhongmao PetrochemHefei Jinggong Accessories Co., Ltd.Ltd BilletMechanical accessories  2.34.0% OthersThird Party
Maoming Zhengmao DevelopBeijing Beizhou Bearing Co., Ltd.Ltd Bearing1.2%Third Party
Jiangsu Oriental Wanxiang Heavy oilMachinery Co. LtdMechanical accessories  1.1% OthersThird Party
  Total  99.172.5%  

Industry consolidation


The central government has had a long-stated goal to consolidate 50% of domestic steel production among the top ten producers by 2010 and 70% by 2020. Currently, there are approximately over 500 crude steel producers throughout China, and the top ten producers account for approximately 48% of total national output. 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,In July 2011, the central government added new steel making operational and environmental restrictions and tasked ten government agencies with enforcing these measures. Inreiterated its goal of reducing obsolete iron production capacities by 31.2 million tons in 2011.

On July 12, 2010, the government plansMinistry of Industry & Information Technology Commission enacted the Steel Industry Admittance and Operation Qualifications standards. The new standards specify requirements for all aspects of steel production in China, which include: size of blast furnaces, size of converters, emission of waste water, dust per ton from steel production, quantity of coal used for each process in steel production and output capacity.  According to issue revised steel industry guidelinesthe new standards, blast furnaces under 450 cubic meters are targeted to be eliminated. These standards once again confirmed the central government’s determination to push forward the consolidation of this fragmented industry.  While the operational conditions become more stringent, more small and medium sized companies will likely aggressively look for valued partners which are expectedcould lead to further strengthen measures to minimize old and inefficient steel producing.opportunities for high quality acquisitions for us.  We believe the government’s action this year demonstrates increased resolve to bring aboutabove government policy will strengthen our position as an industry consolidation.  We see the pace of industry consolidation quickening in the coming years.


consolidator by creating numerous qualified potential acquisition targets.

Intellectual Property Rights


“Qiu Steel” is the registered trademark under which we sell hot-rolled carbon and silicon steel sheets products produced at Daqiuzhuang Metal.General Steel (China). 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.


“Baogang Tongyong” is the trademark under which we sell spiral-weld steel pipes products produced at Baotou Steel Pipe Joint Venture. This trademark is currently beingalready registered with China National Trademark Bureau.


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“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 Maoming facility. The trademark is registered under the ISO9001:2000 international quality standard.


Employees


As of December 31, 2009,2011, we had approximately 7,0679,900 full-time employees.


Executive Officers of the Registrant

The following sets forth certain information as of February 15, 2013 concerning our executive officers.

NameAgeTitle
Zuosheng Yu47Chairman and Chief Executive Officer
John Chen40Chief Financial Officer

Mr. Zuosheng Yu, age 47, Chairman of the Board of Directors .  Mr. Yu joined our Company in October 2004 and became Chairman of the Board at that time. He also serves as our Chief Executive Officer. Since February 2001, he has been President and Chairman of the Board of Directors of Beijing Wendlar Investment Management Group, Beijing, China. Mr. Yu graduated in 1985 from Sciences and Engineering Institute, Tianjin, China. In July 1994, he received a Bachelor’s 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 an MBA degree from the Graduate School of Tianjin Party University. Since April 2003, Mr. Yu has held a position as a member of China’s APEC (Asia Pacific Economic Co-operation) Development Council.  Mr. Yu’s strong knowledge of, and experience in, the Chinese steel industry, as well as his extensive institutional knowledge of our Company make him well suited to contribute to our Board of Directors..

Mr. John Chen, age 40, Director.  Mr. Chen joined our Company in May 2004 and was elected as a director in March 2005. He also serves as our Chief Financial Officer. From August 1997 to July 2003, he served as a senior accountant at Moore Stephens, Wurth, Frazer and Torbet, LLP in Los Angeles, California. Mr. Chen graduated from Norman Bethune University of Medical Science, Changchun city, Jilin province, China in September 1992. He received a B.S. degree in accounting from California State Polytechnic University, Pomona, California, U.S. in July 1997.  Mr. Chen’s accounting skills and experience make him well suited to contribute to our Board of Directors.  He currently also serves on the board of directors of China Carbon Graphite Group, Inc. (OTCBB: CHGI), SGOCO Group, Ltd. (NASDAQ: SGOC), and China HGS Real Estate Inc. (NASDAQ: HGSH).

ITEM 1A. 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 Related to Our Business


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


We 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 enterprises (“SOEs”) and privately owned companies.


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


Quality;

Price/cost competitiveness;

System and product performance;

Reliability and timeliness of delivery;

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New product and technology development capability;

Excellence and flexibility in operations;

Degree of global and local presence;

Effectiveness of customer service; and

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 the following ten major competitors of similar size, production capability and product line in the market placemarketplace competing against our four operating subsidiaries as indicated:


• Competitors of Daqiuzhuang MetalGeneral Steel (China) include: Tianjin No. 1 Rolling Steel Plant, Tianjin Yinze Metal Sheet Plant and Tangshan Fengrun Metal Sheet 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 Hengda 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 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;

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

• 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 mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

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. Our strategy is to grow through aggressive mergers, joint ventures and acquisitions targeting SOE steel companies and selected entities withwe believe have outstanding 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, if at all, 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;


• 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 sharesstock to decline.

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.

We have made severala number of 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. As ofFor the year ended December 31, 2009,2011, approximately 29%27% 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.


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. FutureWe currently have an annual steel production capacity of 7 million metric tons of crude steel and if the market for steel cannot support such production levels, the price for our products may go down. In addition, 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 iron-ore, coke, steel billets and steel coil.


The major raw materials that we purchase for production are iron-ore, coke, steel billets and 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 declinecontinue declining due to an overproduction by the Chinese steel companies.


According to the China Iron and Steel Association, there are approximately 1,100800 to 1,000 steel companies in China. Each steel company has its own production plan. The Chinese government released 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 overproduction may not be solved by these measures enacted by the Chinese government. If the current overproduction continues, our product shipments could decline, our inventory could build up and eventually we may be required to decrease our sales price, which may 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 other than Daqiuzhuang Metal,General Steel (China), Baotou Steel Pipe Joint Venture, Longmen Joint Venture, Maoming Hengda, and Maoming,Tianwu Joint Venture, and our principal assets are our investments in these subsidiaries.subsidiaries and VIE. As a result, we are dependent upon the performance of Daqiuzhuang Metal, Baotou Steel Pipe Joint Venture, Longmen Joint Ventureour subsidiaries and MaomingVIE and we will be subject to the financial, business and other factors affecting them as well as general economic and financial conditions. As substantially all of our operations are and will be conducted through our subsidiaries and VIE, 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 and VIE, the claims of our stockholders will be structurally subordinate to all existing and future liabilities and obligations, and trade payables of such subsidiaries.subsidiaries and VIE. 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 our subsidiaries’ and VIE’s liabilities and obligations have been paid in full.


We depend on acquiring companies to fulfill our growth plan.

An important element

Because we have entered into a significant number of related party transactions through the course of our planned growth strategyroutine business operations, there is a risk that we may not be able to control the pursuitvaluation of such transactions, which could then adversely impact our profitability.

In the course of our normal business, we have purchased raw materials and acquisitionssupplies from our related parties and also engaged in sales of other businessesour products to our related parties. Because such related party transactions may not always be completed at arm’s length due to their nature, we may not be able to control the valuation of such transactions and as a result, there is a risk that increasethe value of such related party transactions exceeds market value, which could ultimately impact 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.


profitability.

We depend on bank financing for our working capital needs.


We have various financing facilities which are due on demand or within one year. Soyear.So far, we have not experienced any difficulties in repaying such financing facilities. However, we may in the future encounter difficulties in repaying or refinancing such loansfinancings on time and may face severe difficulties in our operations and financial position.


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Our bank loans may not be renewed if certain covenants of the loan agreements are not met.

We have various financing facilities with banks which are due on demand or within one year. So far, we have not experienced any difficulties in repaying such financing facilities. As of December 31, 2011, we have not satisfied our financial covenants stipulated by certain loan agreements because of debt to asset ratio. Furthermore, we are party to loan agreements with cross default clause where any breach of other loan covenants will automatically result in default of such loans. According to the loan agreements, the bank could request more collateral or guarantees if the covenant is not satisfied or request early repayment of the loan if we cannot remedy the default within a period of time. As of today, we have not received any notice from the banks to requesting for more collateral, guarantees or early repayment of the short loans due to the breach. However, we may in the future encounter difficulties in repaying or refinancing such loans on time, or providing more collateral or guarantees to the banks or making early repayment of our loans.

We depend on our affiliates financing for our working capital needs. We have various types of financing with our affiliates.

We rely on Mr. Zuosheng Yu for important business leadership.


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, our Chairman, Chief Executive Officer and significant shareholder, for the direction of our business and leadership in our growth effort.efforts. The loss of the services of Mr. Yu, for any reason, may have a material adverse effect on our business and prospects. We cannot guarantee that Mr. Yu will continue to be available to us, or that we will be able to find a suitable replacement for Mr. Yu inon a timely basis.

There

Failure to achieve and maintain effective internal control over financial reporting could have been historical deficiencies witha material adverse effect on our internal controls which require further improvements,business, results of operations and the trading rice of our common stock. Also, we are exposed to potential risks from legislationregulations 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

We are still exposed to potential risks from legislationregulations requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Failure on our part to have effective internal financial and accounting controls, including the material weakness described below, has and could in the future cause our financial reporting to be unreliable, has and could in the future have a material adverse effect on our business, operating results, and financial condition, and has and could in the future cause the trading price of our common stock to fall dramatically.

We and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting that is described in greater detail in “Item 9A—Controls and Procedures.” Remedying these material weaknesses and maintaining proper and effective internal controls have and will require substantial management time and attention and have resulted in our incurring substantial incremental expenses. Our outside consultants are assisting us with designing and implementing an adequate risk assessment process to identify complex transactions requiring specialized knowledge to ensure the appropriate accounting for and disclosure of such transactions. We cannot be certain that further remedies including accounting restatements will not occur in the future. Such remedies, including accounting restatements, could create a significant strain on our internal resources and cause delays in our release of quarterly or annual financial results and the filing of related reports, increase our costs and cause management distraction.

Under the supervision and with the participation of our management, we have evaluatedand will continue to evaluate 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 performedand will continue to perform 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 incurredand will continue to incur 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.production equipment. 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 transitioning 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 China 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 through, among other factors: changes in laws; regulations or the interpretation thereof; confiscatory taxation; restrictions on currency 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 climate.


The Chinese 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 Chinese laws and regulations may have a material and adverse effect on our business.

There are substantial uncertainties regarding the interpretation and application of Chinese 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. Along with our subsidiaries, we are considered foreign persons or foreign funded enterprises under Chinese laws,law, and, as a result, we are required to comply with certain 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 Chinese 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 treatment 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 Chinese laws or regulations may have on our businesses. We may be 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 current or future Chinese laws or regulations.


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


All

Substantially all of our operationsassets, and the assets of our operating subsidiary, are conductedlocated in China and our revenue is derived from our operations in China. We anticipate that our revenues generated in China will continue to represent all of our revenues in the near future. Accordingly, our results of operations and prospects are generated from salessubject, to businesses operatinga significant extent, to the economic, political and legal developments in China. Although the ChinesePRC economy has grown significantly in recent years, we cannot assure you that such growth may notwill continue. We do not know how sensitive we are to a slowdown inIn addition, the Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or other adverse changes incompanies. Efforts by the Chinese government to slow the pace of growth of the Chinese economy which may affectcould result in reduced demand for our products. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in Chinathe PRC may materially reduce the demand for our products and in turnmaterially and adversely affect our business.

The PRC government’s recent measures to curb inflation rates could adversely affect future results of operations and our productivity.

Inflation in China could negatively affect our profitability and growth.

Whileoperations.

In recent years, the Chinese economy has experienced periods of rapid growth, such growth has been uneven among various sectorsexpansion and high rates of the economy and in different geographical areas of the country.inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. IfChina’s Consumer Price Index increased by 3.3% for full year of 2010 according to the National Bureau of Statistics of China, or the NBS.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 orderThese factors have led to control inflation in the past,adoption by the Chinese government, has imposedfrom time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on bank credits, limitscredit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.

In recent years, the government of China has undertaken various measures to alleviate the effects of inflation, especially with respect to key commodities. From time to time, the PRC National Development and Reform Commission announces national price controls on loans for fixed assetsvarious products. The government of China has also encouraged local governments to institute price controls products. Such price controls could adversely affect our future results of operations and, restrictions on state bank lending. Such policy can lead to a slowingaccordingly, the price of economic growth.


our common stock.

If relations between the United States and China deteriorate, our stock price may decrease and we may experience difficulties accessing the 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 United 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 government has pursued economic reform policies including the encouragement of private economic activity and greater economic decentralization. The Chinese government may not continue to pursue these policies or may alter them to our detriment. Conducting our business might become more difficult or costly due to changes in policies, laws and regulations, or in their interpretation or the 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 government has recently implemented measures 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. In addition, the Chinese government 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 denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Therefore, the Chinese government’s involvement in the economy may negatively affect our business operations, results of operations and our financial condition.


If there will be any changes in PRC Law, the PRC legal system could limit our Company’s ability to enforce the Unified Management Agreement, which in turn may lead to reconsideration of the VIE assessment with respect to Longmen Joint Venture.

Prior to entering into the Unified Management Agreement, Longmen Joint Venture had been consolidated as our 60% directly owned subsidiary. Upon entering into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture was considered to be a variable interest entity (“VIE”) of which we are the primary beneficiary and therefore we continue to consolidate Longmen Joint Venture.

We believe that the Unified Management Agreement between Longmen Joint Venture andShaanxi Coal is in compliance with PRC law and is legally enforceable. The Board of Directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to LongmenJoint Venture. We control 60% of the voting rights of the Board of Directors, and have control over the operations of Longmen Joint Venture. As such, we believe we have the power to control the activities of the VIE. However, uncertainties in the PRC legal system could limit our ability to enforce the Unified Management Agreement, which in turn, may lead to reconsideration of, and a different conclusion under the VIE assessment.

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


The Chinese government imposes controls on the conversion of Renminbi or RMB into foreign currencies and, in certain cases, the remittance of currency out of 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 Chinese foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from thea transaction, can be made in foreign currencies without prior approval from China’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 Chinese 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

Currency fluctuations and restrictions on currency exchanges may adversely affect our business, including limiting our ability to convert RMB into foreign currencies and, if RMB were to decline in value, reducing our revenue in U.S. dollar terms.

Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies. Substantially all of our revenue and expenses are in Renminbi, or RMB. We are subject to the Renminbi may causeeffects of exchange rate fluctuations with respect to local currencies. For example, the value of your investmentthe RMB depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in our common stockthe local market. Prior to decrease.


TheJuly 21, 2005, the official exchange rate for the conversion of RMB to the U.S. dollar had generally been stable and the RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the RenminbiU.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. The four main currencies in the basket are the U.S. dollar, the Euro, the Japanese yen and the Korean won. In the three years that followed, a slight appreciation against the U.S. currency occurred and by the end of October 2008, the RMB exchange rate with the U.S. dollar had risen to nearly 6.8 to the U.S. dollar. Since mid-2008, the RMB has been held stable as the Chinese government considers how best to respond to the global economic crisis. In June 2010, the temporary dollar peg was again abandoned, after the Chinese RMB rose approximately 16% against the Euro as a result of the Greek fiscal crisis. However, the Chinese government has signaled that going forward its currency will only be allowed to appreciate gradually against the dollar. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant fluctuation of RMB against the U.S. dollar. We can offer no assurance that RMB will be stable against the U.S. dollar or any other foreign currency. Our financial statements are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency-denominated transactions results in reduced revenue, operating expenses and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. As we rely entirely on revenues earned in China,net income for our cash flows, revenues and financial condition will be affected by any significant revaluation of the Renminbi. For example,international operations. Similarly, 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 weakens against foreign currencies, the Renminbi equivalenttranslation of the US dollarthese foreign currency-denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert would be reduced. Conversely, if we decide to convertthe financial statements of our Renminbiforeign consolidated subsidiaries into U.S. dollars forin consolidation. If there is a change in foreign currency exchange rates, 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 equivalentconversion of the Renminbi we convert would be reduced. To date, however,foreign consolidated subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we have not engagedcertain assets and liabilities that are denominated in transactions of either type. In addition,currencies other than the depreciation of significant U.S. dollar denominated assets could resultrelevant entity’s functional currency. Changes in a charge to our income statement and a reduction in the functional currency value of these assets.
Since 1994, China peggedassets and liabilities create fluctuations that will lead to a transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the valuefuture. The availability and effectiveness 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 Chinese governmentany hedging transaction may be reconsidering its monetary policy in light of the overall devaluation of the U.S. dollar against the Eurolimited and other currencies during the last two years. In July 2005, the Chinese government revalued the Renminbi by 2.1% against the U.S. dollar, moving from Renminbi 8.28we may not be able to Renminbi 8.11 per dollar. If 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, thehedge our exchange rate of the Renminbi to the U.S. dollar was 6.82 yuan to 1 dollar.
risks.

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.


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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 Chinese 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 precedent. Since 1979, China’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, China 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 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 involves 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 timesometime later. The laws of China govern our contractual arrangements with our affiliated entities and the enforcement of these contracts and the interpretation of the laws governing these relationships are subject to uncertainty.

The PRC State Administration of Foreign Exchange, or SAFE, restrictions on currency exchange may limit our ability to receive and use our sales revenue effectively and to pay dividends.

All of our sales revenues and expenses are denominated in RMB. Under PRC law, RMB is currently convertible under the “current account,” which includes dividends and trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Currently, our PRC operating subsidiaries may purchase foreign currencies for settlement of current account transactions, including payments of dividends to us, without the approval of SAFE, by complying with certain procedural requirements. However, the relevant PRC government authorities may limit or eliminate our ability to purchase foreign currencies in the future. Since substantially all of our future revenue will be denominated in RMB, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in RMB to fund our business activities outside China that are denominated in foreign currencies.

Foreign exchange transactions by PRC operating subsidiaries under the capital account continue to be subject to significant foreign exchange controls and require the approval of or need to register with PRC government authorities, including SAFE. In particular, if our PRC operating subsidiaries borrow foreign currency through loans from us or other foreign lenders, these loans must be registered with SAFE, and if we finance our PRC operating subsidiaries by means of additional capital contributions, these capital contributions must be approved by certain government authorities, including the Ministry of Commerce People’s Republic of China, or their respective local counterparts. These limitations could affect our PRC operating subsidiaries’ ability to obtain foreign exchange through debt or equity financing.

The PRC government also may 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 foreign currency, we may be unable to meet obligations that may be incurred in the future that require payment in foreign currency.

Under the New EIT Law, as defined below, we may be classified as a “resident enterprise” of China, which would likely result in unfavorable tax consequences to us and our non-PRC shareholders.

Under China’s Enterprise Income Tax Law, or the “EIT Law”, and its implementing rules, which became effective in 2008, an enterprise established with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Under the implementing rules of the New EIT Law, de facto management means substantial and overall management and control over the production and operations, personnel, accounting, and properties of the enterprise. Because the New EIT Law and its implementing rules are new, it is unclear how tax authorities will determine tax residency based on the facts of each case.

In April 2009, the State Administration of Taxation (“SAT”) issued a new circular to clarify the criteria for recognizing the resident enterprise status for Chinese controlled foreign companies. According to the Circular Regarding the Determination Criteria on Chinese Controlled Offshore Companies as Resident Enterprises (Circular Guoshuifa 2009 No. 82), if a foreign company simultaneously satisfies the following four criteria:

·It constitutes a Chinese controlled foreign company and shall be deemed to be a PRC resident enterprise.
·The premises where the senior management and the senior management bodies responsible for the routine production and business management of the enterprise perform their functions are mainly located within China.
·The financial decisions (including, borrowing, lending, financing, financial risk management, etc.) and the personnel decisions (for example, appointment, dismissal, remuneration, etc.) of the enterprise are made by the bodies or persons within China or are subject to the approval of the bodies or persons within China.
·The enterprise’s primary properties, accounting books, company seals, minutes and archives of the meetings of the board of directors and shareholders are located or preserved within China. The enterprise’s directors or senior management with fifty percent or more of the voting rights usually live in China.

Despite the issuance of the new clarifying circular referenced above, the application of these standards remains uncertain. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, unfavorable PRC tax consequences could follow. First, we will be subject to enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” such dividends may be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification would result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares. We are actively monitoring the possibility of “resident enterprise” treatment for the 2008 and 2009 tax years and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

If we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to tax in both the U.S. and China, and our PRC tax may not be creditable against our U.S. tax. In addition, we have not accrued any tax liability associated with the possible payment of dividends to our U.S. parent company. Such a tax would be an added expense appearing on our income statement, which would reduce our net income.

The PRC legal system embodies uncertainties which could limit the legal protections available to us and you, or could lead to penalties on us.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. Our PRC operating subsidiaries are subject to laws and regulations applicable to foreign investment in China. In addition, our VIE and all of our subsidiaries that are incorporated in China are subject to all applicable Chinese laws and regulations. Because of the relatively short period for enacting such a comprehensive legal system, the laws, regulations and legal requirements are relatively recent, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors, including you, and may lead to penalties imposed on us because of the different understanding between the relevant authority and us. For example, according to current tax laws and regulations, we are responsible to pay business tax on a “Self-examination and Self-application” basis. However, since there is no clear guidance as to the applicability of certain preferential tax treatments, we may be found in violation of the interpretation of local tax authorities with regard to the scope of taxable services and the percentage of tax rate and therefore might be subject to penalties, including but not limited to, monetary penalties.In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws

We may have limited legal recourse under PRC law if disputes arise under our contracts with third parties.

The Chinese government has enacted significant laws and regulations dealing with matters, such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, the PRC’s experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If our new business ventures are unsuccessful, or other adverse circumstances arise from these transactions, we face the risk that the parties to these ventures may seek ways to terminate the transactions, or may hinder or prevent us from accessing important information regarding the financial and business operations of these acquired companies. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations. Although legislation in China over the past 30 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse effect on our results of operations.

Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices Act, or FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some that may compete with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC. We can make no assurance that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

If we become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve such allegations, which could harm our business operations, stock price and reputation, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-called reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits, SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from growing our Company. If such allegations are not proven to be groundless, our Company and business operations will be severely impacted and your investment in our stock could be rendered worthless.

The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in China where substantially all of our operations and business are located had conducted any due diligence on our operations or reviewed or cleared any of our disclosure.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act of 1933 and the Securities Exchange Act of 1934. Unlike public reporting companies whose operations are located primarily in the United States, substantially all of our operations are located in China. Since substantially all of our operations and business takes place in China, it may be more difficult for the SEC to overcome the geographic and cultural obstacles that are present when reviewing our disclosure. These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore, our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review of the Chinese Securities Regulatory Commission, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any due diligence on our Company and with the understanding that none of our SEC reports, other filings or any of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator.

If we make equity compensation grants to persons who are PRC citizens, they may be required to register with SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and other parties under PRC laws.

On March 28, 2007, SAFE issued the “Operating Procedures for Administration of Domestic Individuals Participating in the Employee Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company,” also known as “Circular 78.” It is not clear whether Circular 78 covers all forms of equity compensation plans or only those which provide for the granting of stock options. For any plans which are so covered and are adopted by a non-PRC listed company, such as our Company, after March 28, 2007, Circular 78 requires all participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas listed company’s covered equity compensation plan prior to March 28, 2007. We believe that the registration and approval requirements contemplated in Circular 78 are burdensome and time consuming.

In the future, we may adopt an equity incentive plan and make numerous stock option grants under the plan to our officers, directors and employees, some of whom are PRC citizens and may be required to register with SAFE. If it is determined that any of our equity compensation plans are subject to Circular 78, failure to comply with relevant provisions may subject us and participants of any such equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC employees. In that case, our ability to compensate our employees and directors through equity compensation and to attract and retain employees and directors may be hindered and our business operations may be adversely affected.

Due to various restrictions under PRC law on the distribution of dividends by our PRC operating companies, we may not be able to pay dividends to our shareholders.

The Wholly-Foreign Owned Enterprise Law (1986)(“WFOE”), as amended and the Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended and the Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations WFOE’s may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, a WFOE is required to set aside a certain amount of its accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends, except in the event of liquidation, and cannot be used for working capital purposes.

Furthermore, if any of our consolidated subsidiaries in China incurs debt in the future, the instruments governing the debt may restrict our ability to pay dividends or make other payments. If we or our consolidated subsidiaries are unable to receive all of the revenues from our operations due to these contractual or dividend arrangements, we may be unable to pay dividends on our common stock. In addition, under WFOE regulations mentioned above, we must retain a reserve equal to 10 percent of net income after taxes, not to exceed 50 percent of registered capital. Accordingly, this reserve will not be available to be distributed as dividends to our shareholders. We presently do not intend to pay dividends in the foreseeable future. Our management intends to follow a policy of retaining all of our earnings to finance the development and execution of our strategy and the expansion of our business.

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

The PRC historically has been deficient in western style management and financial reporting concepts and practices, as well as in modern banking and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, and especially given that we are an exchange listed company in the U.S. and subject to regulation as such, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet western standards. As there is a shortage of well-educated and experienced professionals who have bilingual and bicultural backgrounds in China, especially in remote areas where our factories are located, we may experience high turnover in our staff. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act and other applicable laws, rules and regulations. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act. Any such deficiencies, weaknesses or lack of compliance could have a material adverse effect on our results of operations and the public announcement of such deficiencies could adversely impact our stock price.

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 41.3%40.3% of our common stock. Mr. Zuosheng Yu, our major stockholder, beneficially owns approximately 40.9%39.8% of our common stock. Mr. Yu can effectively control us and his interests may differ from other stockholders.

All of our subsidiaries and substantially all of our assets are located outside the United States.

All our subsidiaries are located in China and substantially all of our assets are located outside the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us in the courts of either the United States andor China and, even if civil judgments are obtained in United States courts, such judgments may not be enforceable in Chinese courts. AllMost of our directors and officers reside outside of the United States. It is unclear if extradition treaties now in effect between the United States and China would permit effective enforcement against us or our officers and directors of criminal penalties under the U.S. federal securities laws or otherwise.


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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.


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. As of the date of this report, all of the convertible notes had been converted. 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 pricesprice 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)thereof) will dilute our current shareholders.


Our failure to comply with conditions required for our common stock to be listed on the New York Stock Exchange (“NYSE”) could result in delisting of our common stock from the NYSE and have asignificant negative effect on the value and liquidity of our securities as well as other matters.

As a result of our failure to timely file this Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (“Annual Report”), we were not in full compliance with NYSE Listed Company Manual, Section 802.01E, which requires us to file our Annual Report on or before April 16, 2012 (the “Filing Due Date”).  We initially had six months from the Filing Due Date to cure this deficiency. On October 12, 2012, we received a notification from the NYSE granting us an extension until February 15, 2013 to file our Annual Report. We are required to comply with NYSE Listed Company Manual to file this Annual Report as a condition for our common stock to continue to be listed on the NYSE.  If we are unable to comply with such conditions, then our shares of common stock are subject to immediate delisting from the NYSE. We intend to appeal any decision to delist our shares from the NYSE, but cannot provide any assurance that our appeal will be successful.  Any such appeal will not stay the decision to delist our shares.

If our common stock is delisted from the NYSE, such securities may be traded over-the-counter on the “pink sheets.”   The alternative market, however, is generally considered to be less efficient than, and not as broad as, the NYSE.   Accordingly, delisting of our common stock from the NYSE could have a significant negative effect on the value and liquidity of our securities. In addition, the delisting of such stock could adversely affect our ability to raise capital on terms acceptable to us or at all.   In addition, delisting of our common stock may preclude us from using exemptions from certain state and federal securities regulations, including the SEC’s “penny stock” rules.

ITEM 1B. UNRESOLVED STAFF COMMENTS.


None.

Not Applicable.

ITEM 2. PROPERTIES.


Daqiuzhuang Metal

General Steel (China)

The properties of Daqiuzhuang MetalGeneral Steel (China) consist of manufacturing sites and office buildings located in Jinghai county, about 20 miles (45 kilometers) southwest of the Tianjin city center on a total of 17.81 acres (7.21 hectares) of land, which includes 320,390 sq. ft.square feet (29,667 sq. m.)square meters) of building space.


Under ChinesePRC law, all land in China 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 
Use Right
 
Location & Certificate of

Land Use
Right
 Usage 
Space

(acres)
Life of 
Land 
Use 
Right
Remaining
Life
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.No. 6 West Gangtuan Road, Daqiuzhuang, Jinghai Country, TianjinIndustrial Use  6.78Life of Land
Use Right
 50 years42 yearsRemaining
Life
            
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.Ltd No. 35 Baiyi6 West Gangtuan Road, Daqiuzhuang, Jinghai County,Country, Tianjin Industrial Use  9.896.78 50 years 4240 years
            
Tianjin Daqiuzhuang Metal Sheet Co., Ltd.LtdNo. 35 Baiyi Road, Daqiuzhuang, Jinghai County, TianjinIndustrial Use9.8950 years40 years
Tianjin Daqiuzhuang Metal Sheet Co., Ltd Ying FongFeng Road North, Daqiuzhuang, Jinghai country Tianjin Commercial Use  1.14 50 years 4240 years

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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 301307 acres (121.5(124.4 hectares).


We are

Longmen Joint Venture is the registered owner of the land use rights for the parcels of land identified in the chart below.


Registered Owner of

Land
use 
Use Right
 
Location & Certificate of

Of Land Use
Right
 Usage 
Space

(acres)
 
Life of
Land

Use
Right
 
Remaining

Life
Shaanxi Longmen Iron and Steel Co., Ltd.Joint Venture North Huanyuan Road, Weiyang District, Xi'an, Shaanxi Industrial Use  19.1 50 Years 3638 Years
Shaanxi Longmen Iron and Steel Co., Ltd.Joint Venture Longmen Town, Hancheng, Shaanxi Industrial Use  173.2179.6 40-48 Years 36-40 Years35-39 Years*
Shaanxi Longmen Iron and Steel Co., Ltd.Joint Venture Sanping Village, Shipo Town, Zhashui County, Shaanxi Industrial Use  103.2 50 Years 4445 Years
Shaanxi Longmen Iron and Steel Co., Ltd.Joint Venture Zhaikouhe Village, Xunjian Town, Zhashui County, Shaanxi Industrial Use  1.9 50 Years 4445 Years
Shaanxi Longmen Iron and Steel Co., Ltd.Joint Venture East Taishi Avenue, Xincheng District, Hancheng, Shaanxi Commercial Use  3.6 40 Years 3536 Years

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*This location consists of six land use rights with various remaining useful lives.

Maoming


Hengda

The properties of Maoming Hengda consist of our production and administrative sites located in two separated sites inside Maoming city, Guangdong province, on land totaling approximately 239.6240 acres (96.9 hectares).


We are

Maoming Hengda is the registered owner of the land use rights for the parcels of land identified in the chart below.


Registered Owner of Land
use
Use
Right
 
Location & Certificate of

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, Guangdong
 Industrial Use  239.6240 50 Years 44 Years

ITEM 3. LEGAL PROCEEDINGS.


None.

From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes of these legal proceedings, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of operations or liquidity. We are currently not a party to any material legal proceedings.

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


None.

MINE SAFETY DISCLOSURES.

The information required by Item 4 is not applicable to us, as we have no mining operations in the United States.

PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


 Beginning October 3, 2007 through March 5, 2008, our

Our common stock wasis listed on the American StockNew York Exchange and from March 6, 2008 to August 7, 2008 our common stock was traded onunder the NYSE Arca exchange.  On August 8, 2008, our common stock began trading on the NYSE. Our ticker symbol is "GSI."“GSI”. The high and low closing 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 
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 

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HIGH AND LOW SALES PRICES 1ST QTR  2ND QTR  3RD QTR  4TH QTR 
2010                
High $5.04  $4.22  $3.54  $3.15 
Low $3.78  $2.35  $2.28  $2.38 
2011                
High $2.93  $2.41  $1.73  $1.50 
Low $2.28  $1.42  $1.13  $0.99 

As of March 5, 2010,February 7, 2013, there were approximately 10,000316 holders of record of our common stock.


On the same date, the trading price of our common stock closed at $1.30 per share.

Dividend Policy

Our boardBoard of directorsDirectors 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 boardBoard of directors.


Directors.

Recent Sales of Unregistered Sale Securities


On September 1, 2009,June 16, 2011, our Company, Maoming Hengda Steel Co., Ltd and Tianjin Qiu Gang Investment Co. Ltd. entered into a Debt Repayment Agreement with Guangzhou Hengda Industrial Group Ltd. (“Guangzhou Hengda”) and its sole shareholder Ms. Yumei Ding whereby we granted Huamei 21st Century Limited, 170,000issued 974,571 shares of our common stock to Ms. Ding to partially repay the outstanding balance owed to Guangzhou Hengda. We issued such shares at $3.60a price of $5.00 per share for consulting services.thereby to repay the loan balance of $4.8 million. As of December 31, 2011, the unpaid balance was $1.3 million to be due on demand. The Company relied on the exemptionissuance of these shares was exempted from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided underpursuant to Section 4(2) of the Securities Act in granting the shares to Huamei 21st Century Limited.


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of 1933.

ITEM 6. SELECTED FINANCIAL DATA.


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 

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Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


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.thereto included elsewhere in this Annual Report. The following discussion contains forward-looking statements. General Steel Holdings, Inc. is referred to herein as “we” or “our., “our,””us” and “the Company.” 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,PRC, 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”. as well as other factors described in “Item 1A: Risk Factors” in this Annual Report. You should carefully review all of these factors, as well as the comprehensive discussion of forward-looking statements on page 4 of this Annual Report. 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


General Steel was

We were founded on the strategy to aggressively merge, partner with, and acquire State-owned enterprises and privateselected steel companies with great growth potential within China’s highly fragmented steel industry. As of December 31, 2009,2011, we were comprised of four operating subsidiariessteel producing and processing subsidiaries/VIE of which the Longmen Joint Venture is the largest.largest, and one raw material trading company subsidiary. Located in Shaanxi province, the Longmen Joint Venture contributed approximately 92%97.9% and 98.1% of our total revenue for the 20092011 and 2010 fiscal year.


Highlights of 2009

years, respectively.

Fiscal year 20092011 was highlighted by recordincreased sales revenue, shipmentdriven from both increased sales volume and incomeaverage selling prices, and capacity expansion from operations.


a Unified Management Agreement with Shaanxi Iron and Steel Group Co., Ltd. (“Shaanxi Steel”) and Shaanxi Coal and Chemical Industry Group Co., Ltd. (“Shaanxi Coal”), which was entered in April 2011. Highlights include:

·RevenueSales revenue increased by $1.7 billion, or 89.4% year-over-year to $3.6 billion, up from $1.9 billion in 2009 was2010 mainly due to increased sales volumes as well as average selling price of our rebar products. For the highest in our history, reaching $1.67 billion, a 23.5% increase over 2008.
·Shipmentyear of 2011, sales volume in 2009 was the highest in our history, reaching 3.8totaled 6.2 million metric tons, a 66.1%an increase over 2008.of 2.3 million metric tons, or 58.1%, compared to 3.9 million metric tons in the year of 2010, with an average selling price of rebar of $635 per ton, compared to $526 per ton in the year of 2010.

·Gross 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 $29 million in 2008.
·Non-GAAP EBITDA in 2009 was $93.2 million, a significant increase from $3.2 million in 2008 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 Committee of Sponsoring OrganizationsThe construction 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 ofnewly constructed iron and steel making facilities, which include two new 12801,280 cubic meter blast furnaces, on-linetwo 120 metric ton converters and one 400 square meter sintering machine paid by Shaanxi Steel at the business property of Longmen Joint Venture effectively doublingwere finalized in the annualizedbeginning of 2011. Through our collaboration with Shaanxi Steel and Shaanxi Coal under the terms of the Unified Management Agreement, we added a production capacity of 3 million metric tons of crude steel annually under our management. Out total crude steel production capacity under management is 7 million metric tons per annum and can produce approximately the same volume of rebar.

·On June1, 2011, we announced an increase of additional 1,000,000 shares of our common stock which will be purchased under our share repurchase program launched in December 2010 (the “Share Repurchase Program”), bringing the total authorized shares of our common stock available for purchase to 2,000,000. As of December 31, 2011, we had repurchased 1,090,978 shares of common stock in open market transactions at an average price of $2.56 per share pursuant to the above mentioned expansion of the Share Repurchase Program.

·In July 2011, we completed the installation and started testing the 1,000,000 metric ton capacity high speed wire production line, which was re-located from Maoming facility to 4 million metric tons.Longmen Joint Venture in December 2010, in order to consume less energy when running at maximum efficiencies than our previous production line.

Our continued growth demonstrates the following strengths:

·Our two-pronged growth strategy of upgrading our existing operations and growing through merger and acquisition activities has continued to be successful.
·We secured commitment for 70%are a direct beneficiary of the PRC economic stimulus infrastructure spending program, low-income housing project and “Go-West” Initiative.

·Because of our 2010 estimated production at Longmen Joint Venture through signed contractsgeographic location we benefit from established distributors.
·We were awarded two contractsbeing the largest supplier of rebar within 250 kilometers of Shaanxi Province, which is the gateway 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 westernWestern China.
·We completed a $25 million capital raise through the issuance of common stock and warrants.

Industry Environment

Despite demand growth witnessed during 2010 and 2011, the overall nationwide steelmaking capacity still exceeds steel demand. There is significant over-capacity in China steel sector which is putting pressure on operators’ profitability which became the most significant challenge in the steel manufacturing business. Chinese crude steel capacity is expected to be around 840 million tons in 2012, which would be 22.1% in excess of the expected 688 million tons of consumption, according to HIS Global Insight daily analysis, January 2012.

For steelmakers, operating performance depends on the volatility of the cost of raw materials. The record results reflectshortage of these raw materials in the market has allowed suppliers of iron ore and metallurgical coal to rebuild the pricing mechanisms through the shift from annual to shorter-term price contracts. This has created numerous challenges for steelmakers as they must now deal with volatility in raw material prices, as well as maintain margins with fluctuating demand. Over the past two years, we have witnessedperseverance in steel prices that has given iron ore producers an opportunity to increase the prices in the next contract; however the reverse may not be true as steel companies cannot always pass on the rise in iron ore prices to end consumers due to the market overcapacity and fragmentation.

The central government has had a long-stated goal to consolidate 50% of domestic steel production among the top ten producers by 2010 and 70% by 2020. Currently, there are approximately over 500 crude steel producers throughout China, and the top ten producers account for approximately 48% of total national output. 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. In July 2011, the central government announced its goal of reducing obsolete iron production capacities by 31.22 million ton in 2011. However, we continue to see a strong demand for our products and believe significant growth opportunities in the industry and market we service.

On July 12, 2010, the Ministry of Industry & Information Technology Commission enacted the Steel Industry Admittance and Operation Qualifications standards. The new standards specify requirements for all aspects of steel production in China, which include: size of blast furnaces, size of converters, emission of waste water, dust per ton from steel production, quantity of coal used for each process in steel production and output capacity.  According to the new standards, blast furnaces under 450 cubic meters are targeted to be eliminated. These standards once again confirmed the central government’s determination to push forward the consolidation of this fragmented industry.  While the operational conditions become more stringent, more small and medium sized companies will likely aggressively look for valued partners which could lead to opportunities for high quality acquisitions.  We believe the above-mentioned policy will strengthen our position as an industry consolidator by creating numerous qualified potential acquisition targets.

RESULTS OF OPERATIONS

Statements of Operations for the years ended December 31, 2011 and 2010:

(In thousands except share data) 2011  2010  Change  Percentage
Change
 
Sales $3,563,896  $1,882,140  $1,681,756   89.4%
Cost of Goods Sold  3,652,110   1,850,725   1,801,385   97.3%
Gross Profit (loss)  (88,214)  31,415   (119,629)  (380.8)%
Gross Profit Margin %  (2.5)%  1.7%        
Selling, General and Administrative Expenses  91,827   52,577   39,250   74.7%
Loss from Operations  (180,041)  (21,162)  (158,879)  750.8%
                 
Other Expense, net  (87,664)  (33,891)  (53,773)  158.7%
                 
Loss Before Provision for Income Taxes and Noncontrolling Interest  (267,705)  (55,053)  (212,652)  386.3%
                 
Provision (Benefit) for Income Taxes  15,594   (8,782)  24,376   (277.6)%
Net Loss  (283,299)  (46,271)  (237,028)  512.3%
Less: Net Loss Attributable to Noncontrolling Interest  (106,112)  (16,265)  (89,847)  552.4%
Net Loss Attributable to General Steel Holdings, Inc. $(177,187) $(30,006) $(147,181)  490.5%
Loss Per Share                
Basic $(3.24) $(0.56) $(2.68)  478.6%
Diluted $(3.24) $(0.56) $(2.68)  478.6%

Revenue

Fiscal year ended December 31, 2011 compared to fiscal year ended December 31, 2010

Revenue by Subsidiary and Product

(in thousands)   2011  2010  Change  Percentage
Change
 
               
Subsidiary Product            
Longmen Joint Venture Rebar $3,487,636  $1,845,577  $1,642,059   89.0%
Others    76,260   36,563   39,697   108.6%
Total Revenue   $3,563,896  $1,882,140  $1,681,756   89.4%

(In thousands metric tons)   2011  2010  Change  Percentage
Change
 
                   
Subsidiary Product                
Longmen Joint Venture Rebar  5,496   3,511   1,985   56.5%
Others    711   415   296   71.3%
Total Production    6,207   3,926   2,281   58.1%

Total Sales Revenue for the fiscal year 2011 increased $1.7 billion or 89.4% to $3.6 billion from $1.9 billion in 2010. The increase in sales revenue compared to 2010 was predominantly due to the combined effect of increased production volume and average selling price of our rebar products. Sales volume increased 2.3 million metric tons, or 58.1% to 6.2million metric tons, compared to 3.9 million metric tons in 2010. The average selling price of rebar increased 20.7% to approximately $635 per ton in 2011 from approximately $526 per ton in 2010.

Longmen Joint Venture comprised 97.9% of total sales for 2011. Production volume of rebar at Longmen Joint Venture reached 5.5 million metric tons in 2011, which increased 56.5% compared with 3.5 million metric tons for of the same period in 2010. The increase of Longmen Joint Venture’s production was mainly due to the additional capacity contributed from the new blast furnaces brought online in January 2011 through our cooperation with Shaanxi Steel and Shaanxi Coal under the Unified Management Agreement. Our current total monthly production volume is approximately 555,000 tons of crude steel.

Our product demands and prices have been on a rise in the first three quarters of 2011 until the end of the third quarter. In the fourth quarter of 2011, as a result of the China and global steel industry over-capacity, Chinese economic control polices and the financial crisis, global demand stalled and commodity prices abruptly plummeted. With weakened demand, market forces kicked-in and the price of steel dropped substantially. As such, both our selling volume and prices have dropped in the fourth quarter of 2011 in comparison to the previous quarters after the launch of our new blast furnaces.

Longmen Joint Venture comprised 98.1% of total sales for 2010. We operated at about 89% of our total capacity in 2010 due to a stable market demand for our construction steel products inproducts.

Our five major customers are all distributors and collectively represented approximately 27.1% of our principal markets of Shaanxi and western China. Our Longmen Joint Venture continued to benefit from a large number of infrastructure projects in the region fueled by the national stimulus plan and the national “Go West” economic development initiative.


RESULTS OF OPERATIONS

General

The first three quarters oftotal sales for the year saw reduced raw material prices asended December 31, 2011 in comparison to28.6% of our total sales for year ended December 31, 2010. These five customers include related parties and major distributors owned by central government. As we are the world commodity markets regained their footing after suffering an abrupt collapse as partlargest supplier inShaanxi province, we normally maintain a good relationship with them to stabilize our sales channel.

Cost of the financial crisis in late 2008.  During this time, demand for our construction steel products in our principal market of Shaanxi and western China grew rapidly as downstream infrastructure and construction projects boomed as the national $586 billion national stimulus plan gained traction.  As a result of this strong demand, in the third quarter, the Shaanxi provincial GDP exceeded 18%.


In the fourth quarter of 2009, unit cost of sales decreased 20.6% compared to the same quarter last year. Additionally, during the fourth quarter of 2009 the average selling price for rebar fell 30% due primarily to a weather-related slowdown in overall construction as compared to the fourth quarter of 2008.

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Goods Sold

Fiscal year ended December 31, 20092011 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, 2009 compared with fiscal year ended December 31, 2008 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 metric 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 $62.5 million in 2009 from $23.3 million in 2008, owing to a full year consolidation of operating results in 2009. We acquired Maoming in July 2008 and recorded only six months of the facility’s operations for 2008.

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

2010

Cost of Revenues

Fiscal year ended December 31, 2009 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 

Goods Sold

(in thousands) 2011  2010  Change  Percentage
Change
 
Subsidiary            
Longmen Joint Venture $3,502,109  $1,813,170  $1,688,939   93.1%
Others  150,001   37,555   112,446   299.4%
Total Cost of Goods Sold $3,652,110  $1,850,725  $1,801,385   97.3%

Our primary cost of revenuesgoods sold is the cost of raw materialmaterials such as iron ore, coke, alloy and scrap steel. The costcosts of iron ore and coke accountsaccount for approximately 75%90.1% of our total cost of sales. As a result, the cost of goods sold increased by $1.8 billion or 97.3% to $3.7 billion, in 2011 from $1.9 billion in 2010. The increase was mainly driven by the increasing sales volume of 56.5% in rebar and unit costs of raw materials as a result of the rise in iron ore and coke purchase prices until the end of third quarter of 2011 before the market started getting weaker in the fourth quarter of 2011. The rise in iron ore and coke purchases of approximately 10.7% and 15.6%, respectively, for the year ended December 31, 2011 as compared to the same period in 2010 increased our period over period costs. As our operating strategy is to maintain competitiveness and to produce quality products, we have previously entered into some import raw material purchase contracts prior to September 2011, which generally have a higher quality and price compared to domestic raw materials. As such, this also contributed to our unit costs of raw materials being higher in the fourth quarter of 2011. In addition, we incurred depreciation of $18.1 million during the year ended December 31, 2011 related to the new blast furnaces brought online in April 2011 through our cooperation with Shaanxi Steel and Shaanxi Coal under the Unified Management Agreement, while we did not have such cost during the same period of 2010. Furthermore, we also wrote off approximately $37.5 million of inventory for impairment at the end of 2011 for both of our raw materials and finished goods due to the drop in market price of iron ore, coke and coke areour rebar products during 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 costfourth quarter of revenues.


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

2011.

Gross Profit

(Loss)

Fiscal year ended December 31, 20092011 compared to fiscal year ended December 31, 2010

(in thousands) 2011  2010  Change  Percentage
Change
 
Gross Profit (Loss) $(88,214) $31,415  $(119,629)  (380.8)%
Gross Profit (Loss) Margin  (2.5)%  1.7%  (4.2)%    

Gross profit for 2011 decreased by $119.6 million or 380.8% which resulted in a gross loss of $(88.2) million from $31.4 million in 2010. The gross margin for 2011 decreased by 4.2% to a gross loss margin of (2.5)% compared to 1.7% of gross profit margin for 2010. The decrease was primarily attributable to a drop in gross profit at Longmen Joint Venture. As discussed above, in the fourth quarter of 2011, as a result of the China and global steel industry over-capacity and Chinese economic control polices and the financial crisis, global demand stalled and commodity prices abruptly plummeted. With weakened demand, market forces kicked-in and the price of steel dropped substantially. We, like many other steel producers in China, experienced significant losses in the fourth quarter as we were forced to manufacture with high priced raw material inventories that we had previously purchased while the market selling prices for finished goods had dropped below the cost of goods. This resulted in negative margins.

Selling, General and Administrative Expenses

Fiscal year ended December 31, 2011 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 $88.62010

Selling, General and Administrative (“SG&A”) Expenses    Percentage 
(in thousands) 2011  2010  Change  Change 
             
Selling, General and Administrative expenses $91,827  $52,577  $39,250   74.7%
                 
SG&A expenses as percentage of total revenue  2.6%  2.8%  (0.2)%    

Selling, general and administrative (“SG&A”) expenses increased $39.3 million, or 74.7% to $91.8 million for the year ended December 31, 2011, compared to $7.9$52.6 million for of the same period in 2008. 2010.

The increase was mainly due to our Longmen Joint Venturethe rise of transportation 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 furnacesagent charges at Longmen Joint Venture and anrelated to the increase in raw material inventory, especially iron ore, at relatively low prices through outshipment volume and long distance sales deliveries to markets in the year.

Three monthsrural area in Xian city, Henan, Hubei, Sichuan and Gansu as sales expansion to other region other than Shaanxi province as a result of the increase in production volume. In addition, we had an impairment charge in the amount of $5.4 million in General Steel (China) in the second quarter of 2011. Refer to “Note 6 - plant and equipment, net”in the Notes to Consolidated Financial Statements for details.

SG&A expenses as a percentage of revenue decreased to 2.6% in 2011 from 2.8% in 2010. The decrease in percentage of revenue was due to the increase of sales revenue as a result of expanded production capacity when comparing to some of the fixed SG&A expenses.

Loss from Operations

Fiscal year ended December 31, 20092011 compared to fiscal year ended December 31, 2010

( in thousands) 2011  2010  Change  Percentage
Change
 
Loss from Operations $(180,041) $(21,162) $(158,879)  750.8%

Loss from operations was $180.0 million for the year ended December 31, 2011, as compared to loss of $21.2 million for the same period in 2010. The increase in loss of $158.9 million is predominantly due to negative profit margins and increased in SG&A expenses as discussed above.

Total Other Income (Expense), Net

Fiscal year ended December 31, 2011 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, General2010

Other Income (Expense)

(in thousands) 2011  2010  Change  Percentage Change 
Interest Income $7,892  $6,154  $1,738   28.2%
Finance/Interest Expense  (87,245)  (51,283)  (35,962)  70.1%
Financing Cost on Capital Lease  (27,704)  -   (27,704)  - 
Change in Fair Value of Derivative Liabilities  5,563   15,055   (9,492)  (63.0)%
Gain on Debt Settlement  3,430   -   3,430   - 
Gain (Loss) on Disposal of Fixed Assets  693   (9,447)  10,140   (107.3)%
Realized Income from Future Contract  415   1,424   (1,009)  (70.9)%
Income from Equity Investments  5,302   6,383   (1,081)  (16.9)%
Foreign Currency Transaction Gain  3,424   -   3,424   - 
Lease Income  2,008   943   1,065   112.9%
Other Non-operating Expense, net  (1,442)  (3,120)  1,678   (53.8)%
Total Other Expense, Net $(87,664) $(33,891) $(53,773)  158.7%

Total other expenses, net for the year ended December 31, 2011 were $87.7 million compared to $33.9 million in 2010. The increase of $53.8 million or 158.7% in total other expenses, was mainly a result of the combined effect of an increase of $63.7 million in financial expenses, of which, $27.7 million was interest expense on capital lease, and Administrative Expenses

$36.0 million was interest expense increase was primarily due to increased in banks borrowings, a $9.5 million reductions in income from the change in fair value of derivative liabilities, and offset by an increase of $3.4 million gain from debt extinguishment and $3.4 million foreign currency transaction gain.

The foreign currency transaction gain was due to the loans proceeds we received in the second quarter of 2011 which wasdenominated in U.S. Dollars. Prior to the second quarter of 2011, there were no other transactions denominated in U.S. Dollars and therefore we did not incur any foreign currency gains or losses.

According to U.S. GAAP, our December 2007 convertible notes, December 2007 warrants and the December 2009 warrants were considered derivatives and therefore are carried at their fair market value at each financial reporting date with any changes in the fair value reported as gains or losses in our income statements.  One of the major drivers used to calculate the value of the derivatives is our stock price.

The change in fair value of derivative liabilities for the year ended December 31, 2011 was a gain of $5.6 million compared to a gain of $15.1 million for the same period last year. This gain was mainly due to a change of stock price of our common stock as of December 31, 2011 compared to the one as of December 31, 2010.

Income Taxes

For the years ended December 31, 2011 and 2010, we had a total tax provision of $15.6 million and a tax benefit of $8.8 million, respectively.

For the years ended December 31, 2011 and 2010, we had effective tax rates of -5.8% and 16.0%, respectively. The negative effective tax rate for the year ended December 31, 2011 was mainly due to a consolidated loss before income tax while we provided 100% valuation allowance for the deferred tax assets at Longmen Joint Venture and we incurred income tax expenses in our profitable subsidiaries. The positive effective tax rate for the year ended December 31, 2010 was mainly due to a consolidated loss before income tax while we recognized the deferred tax assets that were incurred from the net operating losses to be carrying forwards.

Deferred taxes assets – China

According to Chinese tax regulations, net operating losses can be carried forward to offset operating income for the next five years.Our losses carried forward of $309.0 million will begin to expire in 2014. Originally, management believed the deferred tax asset was fully realizable.After the filing of the Annual Report on Form 10-K/A for the year ended December 31, 2010, management reevaluated our future operating forecast based on the current steel market condition. In 2011, the Chinese government announced several policies to curb the real estate prices across the country which led to a slowdown in demand for construction steel products and a decrease in their average selling price starting in the fourth quarter of 2011. Additionally due to the continued global economic slowdown and the overcapacity issue in China's steel market, management expected there would be sustained increase in margin pressure in the next five years until all the existing but outdated steel capacity across the whole industry are eliminated. Management took considerations of this potential negative impact on average selling price and gross margin of its products, re-performed an operating forecast for the next five years and concluded that the beginning-of-the-year balance of deferred tax asset mainly relating to the net operating loss carry forward may not be fully realizable due to the reduction in the projection of income to be available in the next 5 years. Management therefore decided to provide 100% valuation allowance for the deferred tax assets at Longmen Joint Venture, which represent approximately 99% of the total deferred tax assets of our Company as of December 31, 2011.

Deferred taxes assets – U.S.

We were incorporated in the United States and have incurred net operating losses for income tax purposes for the year ended December 31, 2011. The net operating loss carry forwards for United States income taxes amounted to $1.8 million, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2031. Management believes that the realization of the benefits from these losses appears uncertain due to our Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, our 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, 2011 was $0.6 million. The net change in the valuation allowance for the year ended December 31, 2011 was $0.2 million. Management will review this valuation allowance periodically and make adjustments as warranted.

We had cumulative undistributed retained earnings from profitable subsidiaries of approximately$0.7 million as of December 31, 2011. 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.

Net Loss

Fiscal year ended December 31, 20092011 compared with fiscal year ended December 31, 2008 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%

Our revenue grew by 23.5% while the dollar amount of our Selling,2010

Net Loss

( in thousands) 2011  2010  2011 vs 2010  Percentage
Change
 
Net loss $(283,299) $(46,271) $(237,028)  512.3%

Net Loss attributable to General and Administrative Expenses (“SG&A”), which includes costs such as executive compensation, office expense, legal and accounting charges, travel charges, and various taxes, also 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
Steel Holdings, Inc.

Fiscal year ended December 31, 20092011 compared withto fiscal year ended December 31, 2008 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 $47.52010

Net Loss

( in thousands) 2011  2010  2011 vs 2010  Percentage
Change
 
Net loss $(283,299) $(46,271) $(237,028)  512.3%
Less: Net loss attributable to noncontrolling interest  (106,112)  (16,265)  (89,847)  552.4%
Net loss attributable to General Steel Holdings, Inc. $(177,187) $(30,006) $(147,181)  490.5%

Net loss attributable to us for the year ended December 31, 2011 increased to $177.2 million compared to an operating loss in 2008 of $29.0 million.


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Three months$30.0 million for the year ended December 31, 2009 compared with three months2010. The increase in net loss attributable to us for the 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
Income (Loss) from Operations $1,544  $(30,153) 
Total Other Income (Expense), Net
2011 was mainly a result of the combined effect of an increase of $3.7 million impairment charge on equipment, an increase of $27.7 million in interest expense on the capital lease, an increase of $36.0 million in interest expense on banks borrowings, and a decrease of $9.5 million in the change in fair value of in derivative liabilities, offset by an increase of $3.4 million gain from debt extinguishment. In addition, we determined the net operating losses carry forward may not be fully realizable in 2011 and provided 100% allowance charges of $15.4 million of our deferred tax assets carried over from 2010.

We have subsidiaries in which we do not have a 100% ownership interest. Allocation of income or loss to these non-controlling interests is based on the percentage of their equity investment times the subsidiaries’ net income or loss.

Loss Per Share

Fiscal year ended December 31, 20092011 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 financial 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 $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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-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, 2009 compared with fiscal year ended December 31, 20082010

(in thousands, except earnings per share) 2011  2010  Change  Percentage Change 
Net loss attributable to General Steel Holding, Inc. $(177,187) $(30,006) $(147,181)  490.5%
                 
Weighted average number of shares                
Basic  54,750   53,113   1,637   3.1%
Diluted  54,750   53,113   1,637   3.1%
                 
Loss per share                
                 
Basic $(3.24) $(0.56) $(2.68)  478.6%
Diluted $(3.24) $(0.56) $(2.68)  478.6%

Basic 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) Earningsdiluted loss per Share
Fiscalshare for year ended December 31, 20092011 increased to $3.24 compared with fiscal yearto $0.56 for the same period in 2010.

There is no dilutive effect for our earnings per share arising from the total 6,678,649 outstanding warrants for the years ended December 31, 20082011 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, 2009 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 Earnings per Share

Our management uses non-GAAP adjusted net earnings to measure the performance of our business internally by excluding non-recurring items2010, 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, 2009 compared with fiscal year ended December 31, 2008 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 

Three 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 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 warrants was higher than the stock prices during these periods. Other than the aforementioned potentially dilutive securities, there are no other potentially dilutive securities outstanding for the years ended 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.

31, 2011 and 2010.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2009, $36.7 million2011, our current liabilities exceeded the current assets by approximately $717.3 million. Given our expected capital expenditure in the foreseeable future, we have comprehensively considered our available sources of funds as follows:

·Financial support and credit guarantee from related parties; and

·Other available sources of financing from domestic banks and other financial institutions given our credit history.

Based on the above considerations, our December 2007 Notes had been converted into our common stock in advanceBoard of Directors is of the note maturity dateopinion that we have sufficient funds to meet our working capital requirements and resulted indebt obligations as they become due. As 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 inresult, 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 revenueconsolidated financial statements 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, 2009,2011 have been prepared on a going concern basis.

As of December 31, 2011, we used cash flow from continuing operations, borrowings,had cash and restricted cash equivalentsaggregating $518.2 million, of which $398.2 million was restricted. As compared to fund working capital requirements, pay interest payments, capital expenditures and to make investments.


$263.1 million, of which $197.8 million was restricted as of December 31, 2010, there was an increase of $255.1 million.

We believe our cash flows from operations, (whichwhich include customer prepaymentprepayments and vendor financing),financing, existing cash balances and credit facilities, will be adequate to finance our working capital requirements, fund capital expenditures, make required debt and interest payments, pay taxes, and support our operating strategies.


The steel business is capital intensive and we utilize leverage greater than our industry peers, which we believe enables us to generate revenue compared to our shareholder equity at a rate higher than our industry peers. We utilize leverage in the form of credit from banks, vendor financing, customer deposits and others.from other sources. This blended form of financing reduces our reliance on any single source.


Short-term notes payable

Substantially all our operations are conducted in China and all of its revenues are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict its ability to convert RMB into U.S. Dollars.

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10.0% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50.0% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC law, RMB is currently convertible into U.S. Dollars under a company’s “current account,” which includes dividends, trade and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE), but is not from a company’s “capital account,” which includes foreign direct investments and loans, without the prior approval of the SAFE.

As of December 31, 2009,2011, restricted items including the accumulated retained earnings from profitable subsidiaries of $0.7 million and statutory reserves of $6.4 million are included in our accumulated deficits.

As of the December 31, 2011, the amount of our restricted net assets was $21.3 million from subsidiaries that have positive net assets.

We have previously raised money in the U.S. capital markets which provided the capital needed for our operations and for General Steel Investment Co, Ltd. (“General Steel Investment”). Thus the foreign currency restrictions and regulations in the PRC on the dividends distribution will not have a material impact on the liquidity, financial condition and results of operations of General Steel Holdings, Inc. and General Steel Investment.

Short-term Notes Payable

As of December 31, 2011, we had $254.6$1,114 million in short-term notes payables, liabilities, which are secured by restricted cash of $192.0$363.3 million and restricted notes receivable of $451.1 million and other assets. These are lines of credit extended by banks for a maximum of 6six months and are used to finance working capital. The short-term notes payablespayable must be paid in full at maturity and credit availability is continued upon payment at maturity. There are no additional significant financial covenants.


Short-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 injectcontrol liquidity intoover the Chinese monetary system.

Short-term loansLoans – banks


As of December 31, 2009,2011, we had $149.0$254.0 million in short-term bank loans. These are bank loans with a one year termmaturity and must be paid in full upon maturity. There are no additional significant financial covenants tied to these loans. ChinesePRC banks have not been impacted as heavily by the financial crisis as U.S. banks and we believe our current creditors will renew their lendingloans to us after our loans mature as they havedid in the past.


As of December 31, 2011 and 2010, we breached certain financial covenant, debt to equity ratio, on outstanding short term loans and due to the breach of covenant, a loan with cross default clause was automatically considered as breached, the affected loan amounted to $12.6 million and $12.1 million, respectively. According to the loan agreements, the bank will have the rights to request for more collateral or guarantees if the covenant is breached or request for early repayment of the loan if we could not remedy the breach within a period of time. As of today, we have not received any notice from the banks to request for more collateral or guarantee or early repayment of the short term loans due to the breach.

We are able to repay our short-term notes payables and short-termshort term bank loans upon maturity using available capital resources.


For more details about our debts, please see noteNote 8 in our notesNotes to the consolidated financial statements.


41


Convertiblestatements included in this Annual Report.

For more details about our related party debt financing, see Note 18 in our Notes


On December 13, 2007, we to the consolidated financial statements included in this report.

As part of our working capital management, Longmen Joint Venture has entered into a Securities Purchase Agreement (the “December 2007 Securities Purchase Agreement”number of sale and purchase back contracts (“Contracts”) with third party companies and two 100% owned subsidiaries of Longmen Joint Venture, named Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd.(“Yuteng”)(this transaction is referred to as “financing sales”). Pursuant to the Contracts, Longmen Joint Venture sells rebar to the third party companies at a certain institutional investors (the “December 2007 Purchasers”) issuing convertible promissory notesprice, and within the same month, Yuxin and Yuteng will purchase back the rebar from the third party companies at a price of 0.6% to 3.2% higher than the original selling price from Longmen Joint Venture. Based on the Contract terms, Longmen Joint Venture is paid in advance for the rebar sold to the third party companies and Yuxin and Yuteng are given a credit period of several months to one year from the third party companies. There is no physical movement of the inventory during the sale and purchase back arrangement. The margin of 0.6% to 3.2% is determined by reference to the bank loan interest rates at the time when the Contracts are entered into, plus an estimated premium based on the financing sale amount, which represents the interest charged by the third party companies for financing Longmen Joint Venture through the above sale and purchase back arrangement. As such, the revenue and cost of goods sold arising from the above transactions are recorded on a net basis and the incremental amounts paid by Yuxin and Yuteng to purchase back the goods are treated as financing costs in the principal amountconsolidated financial statements.

Total financing sales for the year ended December 31, 2011 and 2010 amounted to $998.9 million and $761.8 million, respectively,which were eliminated in our consolidated financial statements. The financial cost related to financing sales for the year ended December 31, 2011 and 2010, accounted to $10.7 million and $7.0 million, respectively.

Liquidity

Our accounts have been preparedin accordance with U.S. GAAP on a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of $40 million (the December 2007 Notes,business at amounts disclosed in the financial statements. Our ability to continue as defined above),a going concern depends upon aligning our sources of funding (debt and warrantsequity) with our expenditure requirements and repayment of the short-term debt facilities as and when they fall due.

The steel business is capital intensive and as a normal industry practice in PRC, our Company is highly leveraged. Debt financing in the form of short term bank loans, loans from related parties, financing sales, bank acceptance notes, and capital leases have been utilized to purchase 1,154,958 sharesfinance the working capital requirements and the capital expenditures of our common stock (theCompany. As a result, our debt to equity ratio as of December 2007 Warrants, as define above). The31, 2011 and December 2007 Warrants can be exercised to purchase common stock through May 13, 201331, 2010 were (19.8) 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 December 2007 Notes, payable semi-annually in cash or shares of 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 at 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 agreement 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.

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13.8, respectively. As of December 31, 2009, $36.7 million2011, our current liabilities exceed current assets (excluding non-cash item) by $689.6 million. And as of the December 2007 Notes has been converted to common stock. Such conversion has reduced31, 2012, our debt and increased our public float.
The proceeds from the sale of the December 2007 Notes and December 2007 Warrants were used to purchase our controlling interest in the current liabilities exceed current assets (excluding non-cash item) by $784.8 million.

Longmen Joint Venture, (which provides approximately 92%as our most important subsidiary, accounted for majority of our total revenue), thus, thissales. As such, the majority of our working capital needs come from Longmen Joint Venture. Our ability to continue as a going concern depends heavily on Longmen Joint Venture’s operations. Longmen Joint Venture has obtained different types of financial supports, which include line of credit from banks, vendor financing, played an important role in executingcustomer financing, financing sales, other financing and sales representative financing.

With the financial support from the banks and the companies above, management is of the opinion that we have sufficient funds to meet our growth strategy.future operations, working capital requirements and debt obligations until the end of December 31, 2013. The acquisitiondetailed breakdown of Longmen Joint Venture was transformational to our company.


Registered 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) inVenture’s estimated cash flows items are listed below.

  Cash inflow (outflow)
(in millions)
 
  For the twelve months ended
December 31, 2013
 
Current liabilities over current assets (excluding non-cash items) as of December 31, 2012 $(784.8)
Cash provided by line of credit from banks  367.4 
Cash provided by vendor financing  316.7 
Cash provided by customer financing  158.3 
Cash provided by financing sales  79.2 
Cash provided by other financing  43.5 
Cash provided by sales representatives  35.0 
Cash used in operations for the twelve months ended December 31, 2013  (30.3)
Net projected change in cash for the twelve months ended December 31, 2013 $185.0 

As a registered direct offering.


The December 2009 Warrants representresult, 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 or after six months and one day following December 30, 2009. Becauseconsolidated financial statements for 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 event of a Fundamental Transaction, which includes a significant change in our structure and/or equity, these warrants do not meet the requirements of accounting standards to be indexed only to our stock.  Accordingly, the December 2009 Warrants are accounted for at fair value as derivative liabilities and marked to market each fiscal period.

On December 24, 2009, the holders of the 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.

Cash-flow

Operating activities

Due to our unique geographic location and dominant market share, we enjoy favorable terms from our customers and vendors; customers pay in advance and vendors give us credit terms. As ofyear ended December 31, 2009, customer deposits totaled $212.6 million and accounts payables totaled $206.3 million. Our primary source of funds continued to be cash generated from operations (which includes customer prepayments and vendor financing).

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2011 have been prepared on a going concern basis.

Cash-flow

Operating activities

Net cash provided byused in operating activities for the year ended December 31, 20092011 was $6.5an outflow $296.5 million compared to cash provided by operating activitiesan outflow of $113.7$397.2 million for the year ended December 31, 2008.2010. This change was mainly due to the combination of the following factors:


The impact of certain non-cash items included in net loss of $135.8 in year ended December 31, 2011, compared to $28.8 million in the same period in 2010. The non-cash items are the following:

·
-
Cash inflow after the adjustmentsdepreciation, amortization and depletion;
-impairment of some non-cash items to the net income such as depreciationplant and amortization, (gain) loss fromequipment;
-change in fair value of derivative liabilities;
-gain on debt extinguishment, (gain) settlement;
-gain/loss on disposal of equipment, equipment;
-bad debt allowance;
-inventory written-off;
-stock issued for serviceservices and compensation, compensation;
-income from compensation;
-make whole shares interest expense on notes conversion;
-amortization of deferred note issuance cost amortization ofand discount on convertible notes, change in fair valuenotes;
-amortization of derivative instrument, make whole expensedeferred financing cost on note conversion, capital lease;
-income from investment and equity investments;
-deferred tax assets, totaledassets;
-deferred lease income; and
-foreign currency transaction gain.

The primary reasons for the material fluctuations in cash inflow are as follows:

1.Accounts receivable: The decrease in accounts receivable is mainly due to the better collection effort of $58.9 million;our accounts receivable from the third parties as a result of decreasing accounts receivable as of December 31, 2011.

·
2.
Cash outflowInventories: The decrease of inventories is due to the fact that we were no longer required maintaining a high level of raw material inventories at the end of 2011. The raw material inventory reached its peak at December 31, 2010 because we were stocking for the expanded capacity from our new blast furnaces. We are no longer stocking the raw materials as of December 31, 2011, because of the increase in finished goods as a result of the increased daily production volume after the two new furnaces were put into use in May 2011. In addition, as the cost of raw materials continued to rise during the first three quarters of 2011 before the cost began to decrease in late 2011, we did not stock our raw materials and instead kept them at the minimal level required to meet our production needs.
3.Prepaid expense: The decrease in prepaid expense is mainly due to the amortization of the other miscellaneous local tax during 2011 and we did not prepay such taxes in 2011.
4.Prepaid value added tax: The decrease in prepaid value added tax is mainly due to the decrease in purchase of inventory. As a result, we have fewer value added tax credits pending to be offset with value added tax payables resulting from sales in the future.
5.Accounts payable, including related parties: The increase in accounts receivables-related parties,payable is mainly due to the increased raw materials purchased during the year as a result of the launch of full-scale production at Longmen Joint Venture in May 2011 while we are utilizing credit terms to make our payments.
6.Other payables, including related parties: The increase in other payable-related parties, inventories, advances on inventory purchase-related parties,payables is mainly due to the increase of salary payable as we have increased the numbers of employees to meet the expanded production capacity from our new blast furnaces. In addition, we also increased the base salary for our employees. The increase of other payable-related parties, accrued liabilities, customer deposits-relatedpayables – related party is mainly due to the additional borrowings in 2011 from our related parties and taxesthe increase of interest payables which was $284.6 million, compareddue to $83.4 million forthese parties.
7.Customer deposits – related parties: The increase in customer deposits – related parties is mainly to our related parties customers making prepayment to us prior to the same period last year.end of 2011. These deposits were immediately recognized as sales after December 31, 2011 in accordance with our sales recognition policy.
8.Tax payable: The increase is mainly due to inventorythe increase in value added tax and other receivables-related parties; andmiscellaneous taxes that were caused by value added tax as a result of our increased sales in 2011.

The primary reasons for the material fluctuations in cash outflows are as follows:

·
1.
Cash inflowNotes receivable: In order to increase and promote sales, we encourage our customers to settle their payments by notes receivable, which resulted in an increase in notes receivable during the year of 2011, compared to the same period in 2010.
2.Notes Receivable-Restricted: In 2011, we collected more notes receivable resulting from our sales transactions and more of our notes receivable were pledged when settling with our supplies with notes payable, which resulted in the increase in our total restricted notes receivable in 2011.
3.Account receivable – related parties: The increase is due to the sales transactions occurred right before the year ended December 31, 2011. The receivable balances were subsequently collected in the beginning of 2012.
4.Other receivables, including related parties: The increase of other receivables is mainly due to the payment of $7.8 million that we made to the Bureau of Land and Resource in Zhashui County for the land use rights deposit made on behalf of another party. The increase of other receivables – related parties in 2011 is mainly 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 inflowof reimbursement for the same period last yearcosts and economic losses incurred during the construction of $215.2 million.the new iron and steel making facilities to be reimbursed by Shaanxi Steel.
5.Advances on inventory purchases, including related parties: The increase is mainly due to increasethe fact that more advance payments were made to the suppliers for raw material purchases to meet the higher production capacity. Advance payment is a prevailing requirement on iron ore purchases in advancesthe steel production industry.
6.Customer deposits: The decrease of customer deposits is due to the change in deposit requirements for our medium and small size customers. As the market demand of products has dropped in the fourth quarter of 2011, in order to retain our medium and small customers, we managed to require our customers to deposit on inventory purchases.their orders approximately 10 - 14 days prior to shipments in comparison to one month advance deposits in 2010.

Investing activities


Net cash used in investing activities was $65.4$302.7 million for the year ended December 31, 20092011 compared to $206.6net cash used in investing activities of $88.3 million for the year ended December 31, 2008. This decrease2010. Fluctuation in cash outflow isbetween the two periods was mainly due to fewer equipment purchases relatedthe increase in restricted cash and the capital expenditures. Restricted cash is used as a pledge for our notes payable as required by the banks. In 2011, such balance increased because we pledged more cash to the banks in order for them to issue notes payables to settle with our two 1,280 cubic meter blast furnaces atsuppliers. In addition, the cash used in capital expenditures in 2011 was mainly for the relocation of production line which was completed in the fourth quarter of 2011 from Maoming Hengda to Longmen Joint Venture.


We also incurred additional spending for technology improvements and technical updates in the fourth quarter of 2011 on some of our existing production lines, which improved the useful life of the production line, as well as the quality of the inventories and efficiency of the production as a result of technical updates.

Financing activities


Net cash provided by financing activities was $126.1$653.1 million for the year ended December 31, 20092011 compared to $62.5net cash provided by financing activities of $466.8 million for the year ended December 31, 2008.


Bank Debt
As2010. The increase of cash inflow from financing activities was mainly driven by the following:

1.Treasury stock: During 2011, we repurchased 774,218 shares of our treasury stock with $1.9 million pursuant to our Shares Repurchase Program.
2.Short term and long term loans from various banks and others, including related parties: We have repaid our loans of $844.6 million and obtained additional borrowings of $923.1 million throughout 2011. We have net borrowings of $78.5 million to finance our working capital.
3.Notes payables: We increased notes borrowing from the bank to settle the payables with suppliers.
4.Deposits due to sales representative: The decrease in deposits collected from sales representatives is a result of changing our deposit policy.Longmen Joint Venture entered into agreements with various entities to act as our exclusive sales agents in specified geographic areas.  These exclusive sales agents must meet certain criteria and are required to deposit a certain amount of money with our Company. In return, the sales agents receive exclusive sales rights in a specified area and discounted prices on products they order. The sales agents proposed to start charging us interest on their deposits if we continue to keep a significant amount of deposits. In order to avoid such interest expenses, we changed the deposit policy at the beginning of 2011 by reducing the deposit amount from $9-12 million to $2 million for four to five large strategic distributors, which resulted in a decrease in the deposits due to sales representatives. After the change in the deposit policy, our sales representatives are no longer required to start charging us interest on their deposits.

Restrictions on our ability to distribute dividends

Substantially all of our assets are located within the PRC. Under the laws of the PRC governing foreign invested enterprises, dividend distribution and other funds transfers are allowed but subject to special procedures under relevant rules and regulations. Foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10.0% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reaches 50.0% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Under PRC regulations, RMB is currently convertible into U.S. Dollars under a company’s “current account” which includes dividends, trade and service-related foreign exchange transactions, without prior approval of the State Administration of Foreign Exchange (SAFE). Transfers from a company’s “capital account,” which includes foreign direct investments and loans, can’t be executed without the prior approval of the SAFE.

There are no restrictions to distribute or transfer other funds from General Steel Investment to us.

We have never declared or paid any cash dividends to our shareholders. We do not plan to pay any dividends out of our retained earnings for the year ended December 31, 2009,2011. With respect to retained earnings accrued after such date, our short-term bank loans totaled $149.0 million comparedBoard of Directors may declare dividends after taking into account our operations, earnings, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. Any declaration and payment, as well as the amount, of dividends will be subject to $67.8 million asour By-Laws, charter and applicable Chinese and U.S. state and federal laws, including the approval from the shareholders of December 31, 2008. Overalleach subsidiary which intends to declare such dividends, if applicable.

We have previously raised money in the U.S. capital markets which has provided the capital needed for 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 byoperations and investments activities. Thus, the banks. When purchasing raw materials, we often issue a short-term note payable toforeign currency restrictions and regulations in the vendor funded with draw downsPRC on the linesdividends distribution will not have a material impact on our liquidity, financial condition, and results 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
In September 2008, 140,000 warrants were exercised in connection with redeemable preferred stock at $5.00 per share for an aggregate exercise price of $700,000.

operation.

Shelf Registration SEC Form S-3


On October 22, 2009, our shelf registration statement on Form S-3, for an aggregate offering amount of $60 million, 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 the SEC containing more specific information about the particular offering. The prospectus supplements may also add, update or change information contained in this prospectus. The Form S-3 shelf registration statement may not be used to offer 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 initial 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 sale of the securities, after deducting placement agents’ fees and other estimated offering expenses payable by the us, was approximately $23.1 million.  

45


SEC.

Impact of inflation

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 influenced 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 or our financial position, our results of operations or our cash flows.


Compliance with environmental laws and regulations


regulation

Longmen Joint Venture:


Since 2002,

Together with our joint venture partner,partners Long Steel Group hasand Shaanxi Steel, we have invested $76RMB580 million (RMB580 million) in a series of comprehensive projects to reduce itsour waste emissions of coal gas, water, and solid waste. In 2005, itwe received ISO 14001 certification for itsour overall environmental management system. Long Steel Group hasWe have received several awards from the Shaanxi provincial government for its increasingas a result of our increased effort in environmental protection.


Long Steel Group has

We have spent more than $4.3in excess of $8.8 million (RMB33(RMB57 million) on a comprehensive waste water recycling and water treatment system.system as of December 31, 2011. The 2,000 cubic meter/h treatment capacity system wassystems were implemented at the end of 2005. In 2009, 1.12011, 0.91 metric tons of new water was consumed per metric ton of steel produced.


Long Steel Group has

We have one 10,000 cubic meter coke-oven gas tank, and one 50,000 cubic meter blast furnace coal gas tank and one 80,000 cubic meter converter furnace coal gas tank to collect the residual coal gas produced from its ownour facility and that of surrounding enterprises. Long Steel GroupWe also hashave spent $35.6 million (RMB230 million) on a thermal power plant with two 25 Kilowatt dynamosgenerators that usesuse the residual coal gas from the blast furnaces and converters as fuel to generate power.


Long Steel Group also has

We have 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 metricas well as other products.

In 2009, we treated and recycled about 6.8 million tons of solid waste water, 335,320 tons of slag, 130 million m³ of gas from the converters and generate revenue6.1 billion m³ of gas from the blast furnaces. We also reused 855,714 tons of hot steam and generated 433 million KWH of electricity.

During 2010 and 2011, more than $2.6$9.3 million (RMB20(RMB60 million) each year.


were used on the technical upgrade and renovation of our converters and $0.85 billion (RMB5.5 billion) were used on the upgrade of the blast furnaces and sintering machines.

OFF-BALANCE SHEET ARRANGEMENTS


There were no off-balance sheet arrangements for the 20092011 fiscal year.


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS 
Weyear that have certain fixed contractual obligations and commitmentsor 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 orderopinion of management, are likely to assist in the review of this information within the context ofhave, a current or future material effect on our consolidated financial position,condition or results of operations, and cash flows.

46


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

operations.

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.

Principles of consolidation – subsidiaries

The accompanying consolidated financial statements include the financial statements of our Company, our subsidiaries, our variable interest entity (“VIE”) for which we are the ultimate primary beneficiary, and the VIE’s subsidiaries.

The consolidated financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Subsidiaries are those entities in which our Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. 

A VIE is an entity in which our Company, or our subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore our Company or our subsidiary is the primary beneficiary of the entity.

All significant inter-company transactions and balances have been eliminated upon consolidation.

Consolidation of VIE

Prior to entering into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture had been consolidated as our 60% directly owned subsidiary. Upon entering into the Unified Management Agreement, Longmen Joint Venture was evaluated by our Company to determine if Longmen Joint Venture is a VIE and if we are the primary beneficiary.

Based on the projected profit in this entity and future operating plans, LongmenJoint Venture’s equity at risk is considered insufficient to finance its activities and therefore LongmenJoint Venture is considered to be a VIE.

We would be considered the primary beneficiary of the VIE if we have both of the following characteristics:

a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

A Supervisory Committee was formed during the negotiation of the Unified Management Agreement. Given there is both a Supervisory Committee and a board of directors with respect to LongmenJoint Venture, the powers rights and roles of both bodies were considered to determine which has the power to direct the activities of LongmenJoint Venture, and by extension, whether we continue to have the power to direct LongmenJoint Venture’s activities after this Supervisory Committee was formed. The Supervisory Committee, for which we hold 2 out of 4 seats, requires a ¾ majority vote, while the board of directors, on which we hold 4 out of 7 seats, requires a simple majority vote. As the Supervisory Committee’s role is limited to supervising and monitoring management of LongmenJoint Venture and in the event there is any disagreement between the board of directors and the Supervisory Committee, the board of directors prevails. In other words, the Supervisory Committee is considered to be subordinate to the board of directors. Thus, the board of directors of LongmenJoint Venture continues to be the controlling decision-making body with respect to LongmenJoint Venture. We control 60% of the voting rights of the board of directors, have control over the operations of LongmenJoint Venture and as such, have the power to direct the activities of the VIE that most significantly impact LongmenJoint Venture’s economic performance.

In connection with the Unified Management Agreement, Shaanxi Coal, Shaanxi Steel and us may provide such support on a discretionary basis in the future, which could expose us to a loss.

As discussed in Note 1 to the consolidated financial statements - Background, we have the obligation to absorb losses and the rights to receive benefits based on the profit allocation as stipulated by the Unified Management Agreement. As both conditions are met, we are the primary beneficiary of LongmenJoint Venture and therefore, continue to consolidate LongmenJoint Venture.

We believe that the Unified Management Agreement between Longmen Joint Venture and Shaanxi Coal is in compliance with PRC law and is legally enforceable. The board of directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to Longmen Joint Venture. We control 60% of the voting rights of the board of directors, has control over the operations of Longmen Joint Venture and as such, has the power to direct the activities of the VIE. However, uncertainties in the PRC legal system could limit our ability to enforce the Unified Management Agreement, which in turn, may lead to reconsideration of the VIE assessment.

Longmen Joint Venture has two 100% owned subsidiaries, Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd (“Yuteng”). In addition, Longmen Joint Venture has three consolidated subsidiaries, Hualong Fire Retardant Material Co., Ltd. (“Hualong”), Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”) and Beijing Huatianyulong International Steel Trading Co., Ltd. (“Huatianyulong”), in which Longmen Joint Venture does not hold a controlling interest. Hualong, Tongxing and Huatianyulong are separate legal entities which were established in the PRC as limited liability companies and subsequently acquired by Longmen Joint Venture in June 2007, January 2008 and July 2008, respectively. Prior to and subsequent to their acquisition by Longmen Joint Venture, these three entities have been operating as self-sustaining integrated sets of activities and assets conducted and managed for the purpose of providing a return to shareholders consisting of all the inputs, processes and outputs of a business. However, these three entities do not meet the definition of variable interest entities. Further consideration was given to whether consolidation was appropriate under the voting interest model, specifically where the power of control may exist with a lesser percentage of ownership (i.e. less than 50%), for example, by contract, lease, agreement with other stockholders or by court decree.

Hualong

Longmen Joint Venture, the single largest shareholder, holds a 36.0% equity interest in Hualong. The other two shareholders, who own 34.67% and 29.33% respectively, assigned their voting rights to Longmen Joint Venture in writing at the time of the acquisition of Hualong. The voting rights have been assigned through the date Hualong ceases its business operation or the other two shareholders sell their interest in Hualong. Hualong’s main business is to supply refractory.

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Tongxing

Longmen Joint Venture holds a 22.76% equity interest in Tongxing and hundreds of employees of Longmen Joint Venture own the remaining 77.24%. Each individual employee shareholder comprising the remaining 77.24% assigned its voting rights to Longmen Joint Venture in writing at the time of the acquisition of Tongxing. The voting rights have been assigned through the date Tongxing ceases its business operation or the employees sell their interest in Tongxing. Tongxing’s business is highly reliant on Longmen Joint Venture. Tongxing’s main business is to process rebar.

On March 1, 2012, we sold our 22.76% equity interest in Tongxing for approximately $9.2 million to a related party. In connection with this transaction, we will receive land use rights at the fair market value of approximately $9.5 million and payable in cash of approximately $0.3 million. The result of this transaction has no material impact on our sales and operating income.

Huatianyulong

Longmen Joint Venture holds a 50.0% equity interest in Huatianyulong and the other unrelated shareholder holds the remaining 50.0%. The other shareholder assigned its voting rights to Longmen Joint Venture in writing at the time of acquisition of Huatianyulong. The voting rights have been assigned through the date Huatianyulong ceases its business operation or the other unrelated shareholder sells its interest in Huatianyulong. Huatianyulong mainly sells imported iron ore.

We have determined that it is appropriate for Longmen Joint Venture to consolidate these three entities with appropriate recognition in our financial statements of the non-controlling interests in each entity, beginning on the acquisition dates as these were also the effective dates of the agreements with other stockholders granting a majority voting rights in each entity, and thereby, the power of control, to Longmen Joint Venture.

Revenue recognition

We follow the generally accepted accounting principles ofin 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, we have 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 taxVAT 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.


Accounts receivable, other receivables 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 accounts 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.

Useful lives of plant and equipment

Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with a 3%-5% residual value. The depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets.

The estimated useful lives are as follows:

Buildings and Improvements10-40 Years
Machinery10-30 Years
Machinery under capital lease20 Years
Other equipment5 Years
Transportation Equipment5 Years

We have re-evaluated the useful lives of depreciation and amortization to determine whether subsequent events and circumstances warrant any revisions.

Impairment of long-lived assets

The carrying values of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, we measure any impairment of long-lived assets using the projected discounted cash flow method. The estimation of future cash flows requires significant management judgment based on our historical results and anticipated results and is subject to many factors.

The discount rate that is commensurate with the risk inherent in our business model is determined by our management. An impairment charge would be recorded if we determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets.

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, the recognition of contingent liabilities, the interest rate used in financing sales, the fair value of the assets recorded under capital lease, the present value of the net minimum lease payments of the capital lease and convertible notes.the fair value of the profit share liability. 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 and December 2009 Warrants issued in connection with a registered direct offering, were carried at fair value. 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 recorded at their fair value as of each reporting period. As all of the Notes were converted to common stock by the end of 2010, the derivative instruments include only the outstanding warrants of 6,678,649 as of December 31, 2011 and 2010. 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

We determined that the carrying value of the December 2007 Notes amounted to $1.1 million. We usedprofit sharing liability using Level 3 inputs by taking consideration of the present value of our projected profits/losses with the discount interest rate of 7.3% based on our average borrowing rate. The projected profits/losses in Longmen Joint Venture were based upon, but not limited to, the following assumptions in the next 20 years:

·projected selling units and growth in the steel market
·projected unit selling price in the steel market
·projected unit purchase cost in the coal and iron ore markets
·selling and general and administrative expenses to be in line with the growth in the steel market
·projected bank borrowings

Income Taxes

Income tax

We did not conduct any business and did not maintain any branch office in the United States during the years ended December 31, 2011 and 2010. Therefore, no provision 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 sincewithholding of U.S. federal or state income taxes has been made. The tax impact from undistributed earnings from overseas subsidiaries is not recognized as there is no observable market price. The December 2007 Warrantsintension for future repatriation of these earnings.

General Steel (China) is located in Tianjin Costal Economic Development Zone and their conversion feature are valuedis subject to an income tax rate of 25%.

Longmen Joint Venture is located in the Mid-West Region of China. It qualifies for the “Go-West” tax rate of 15% promulgated by using level 2 inputs to the Binomial Model and we determinedgovernment. In 2010, the central government announced that the fair value amounted“Go-West” tax initiative was extended for 10 years, and thus, the preferential tax rate of 15% will be in effect until 2020. This special tax treatment will be evaluated on a year-to-year basis by the local tax bureau.

Baotou Steel Pipe Joint Venture is located in Inner Mongolia autonomous region and is subject to approximately $4.9an income tax rate of 25%.

Maoming Hengda is located in Guangdong Province and is subject to an income tax rate of 25%.

Tianwu Joint Venture is located in Tianjin Coastal Economic Development Zone and is subject to an income tax rate at 25%.

For the years ended December 31, 2011 and 2010, we had a total tax provision of $15.6 million due to the decrease in our common stock price.


 Noncontrolling interests

and a tax benefit of $8.8 million, respectively.

Non-controlling Interest

Effective January 1, 2009, we adopted generally accepted accounting principalsprinciples regarding noncontrolling interests in our 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 the 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 noncontrollingnon-controlling interests.


As a result,

Deferred lease income

From June 2009 to March 2011, we reclassified noncontrolling interestsworked with Shaanxi Steel to build the new state-of-the-art equipment at the site of Longmen Joint Venture. To compensate Longmen Joint Venture for costs and economic losses incurred during construction of the new iron and steel making facilities owned by Shaanxi Steel, Shaanxi Steel reimbursed Longmen Joint Venture $11.0 million (RMB 70.1 million) in the amountsfourth quarter of $72.62010 for the value of assets dismantled, $5.8 million (RMB 38.1 million) for various site preparation costs incurred by Longmen Joint Venture and rent under a 40-year property sub-lease that was entered into by the parties in June 2009 , and $28.7 million (RMB 183.1 million) for the reduced production efficiency caused by the construction. In addition, in 2010 and 2011, Shaanxi Steel reimbursed Longmen Joint Venture $14.1 million (RMB 89.5 million) and $14.0 million (RMB 89.3 million), respectively, for trial production costs related to the new iron and steel making facilities.

During the period June 2010 to March 2011, as construction progressed and certain of the assets came online, Longmen Joint Venture used the assets free of charge to produce saleable units of steel products during this period. As such, the cost of using these assets was imputed with reference to what the depreciation charge would have been on these assets had they been owned or under capital lease to Longmen Joint Venture during the free use period. This cost of $6.9 million (RMB 43.9 million) each year were deferred and will be recognized over the term of the land sub-lease similar to the other charges and credits related to the construction of these assets.

The deferred lease income is amortized to income over the remaining term of the 40-year land sub-lease. For the years ended December 31, 2011 and 2010, the Company recognized lease income of $2.0 million and $54.3$0.9 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 As of December 31, 2009,2011 and 2010, the balance of deferred lease income amounted to $78.5 million and $57.6 million, respectively, of which $2.1 million and $2.0 million represents balance to be amortized within one year.

Capital lease obligations

On April 29, 2011, we, along with Longmen Joint Venture, entered into a Unified Management Agreement with Shaanxi Steel and Shaanxi Coal under which Longmen Joint Venture uses the new iron and steel making facilities including one sintering machine, two converters, two blast furnaces and other auxiliary systems constructed by Shaanxi Steel. As the 20-year term of the agreement exceeds 75% of the assets’ useful lives, this arrangement is accounted for as a capital lease. The ongoing lease payments are comprised of two elements: (1) a monthly payment based on Shaanxi Steel’s cost to construct the new iron and steel making facilities of $2.3 million (RMB 14.6 million) to be paid over the term of the Unified Management Agreement of 20 years and (2) 40% of any remaining pre-tax profit from the asset pool which includes Longmen Joint Venture and the newly constructed iron and steel making facilities. The profit sharing component does not meet the definition of contingent rent because it is based on future revenue and is therefore considered part of the minimum lease payment for purposes of determining the value of the leased asset and obligation at the inception of the lease, however, the standard does not have material effect on our consolidatedlease liability is then reduced by the value of the profit sharing component, which is recognized as a separate financial statements.


In June 2009,liability carried at fair value. See Note 14 – “Profit sharing liability” of the Notes to Consolidated Financial Accounting Standards Board also issued anStatements.

Profit sharing liability

The profit sharing liability is recognized initially at its estimated fair value at the lease commencement date and included in the initial measurement and recognition of the capital lease in addition to the fixed payment component of the minimum lease payments. Subsequently, this financial instrument is accounted for separately from the lease accounting standard amending(Note 13 – “Capital lease obligations” to the accounting and disclosure requirements for the consolidation of variable interest entities (“VIEs”Notes to Consolidated Financial Statements). The eliminationinitial fair value of the conceptexpected payments under the profit sharing component of a QSPE, as discussed above, removes the exception from applyingUnified Management Agreement is accreted over 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 impactsterm of the company’s financial statements. Finally, a companyagreement using the effective interest method. The value of the profit sharing liability 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 entitiesreassessed each reporting period with any changes reflected prospectively 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 asestimate of the effective date, all existing accounting standard documents will be superseded. All current and subsequent public filings will referenceinterest rate.

Based on the Codification asperformance of 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 marketAsset Pool, no profit sharing payment was made 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 effectiveyear ended December 31, 2011. Payments for the first reporting period, including interim periods, beginning afterprofit sharing are only made to Shaanxi Steel to the issuance of this ASU. We adopted this standard andextent any accumulated losses from the asset pool have determined the standard does not have material effect on our consolidated financial statements.

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In October 2009, the Financialbeen fully absorbed by profits.

Recent 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 issuancePronouncements

See Note 2 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 offsetNotes 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 Amendmentfor a full description of ARB No. 51.” If an entity has previously adopted SFAS No. 160 asrecent accounting pronouncements including the expected dates of adoption and effects on results of operations and financial condition.

Segments

Our chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations of the date the amendments in this update are includedgroup’s four regional divisions in the Accounting Standards Codification,PRC: Longmen Joint Venture in Shaanxi Province, Maoming Hengda in Guangdong Province, Baotou Steel Pipe Joint Venture in Inner Mongolia Autonomous Region and General Steel (China) & Tianwu Joint Venture in Tianjin City.

The group operates in one business segment that includes four different divisions. These reportable divisions are consistent with the amendmentsway we manage our business, each division operates under separate management groups and produces discrete financial information. The accounting principles applied at the operating division level in this update are effective beginning indetermining income from operations is the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should besame as those applied retrospectively toat 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 outstatement level.

The following represents results 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 reasonsdivisions operations 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,years ended December 31, 2011 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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2010:

(In thousands) For the year ended December 31, 
Sales: 2011  2010 
Longmen Joint Venture $3,496,551  $1,846,080 
Maoming Hengda  9,946   10,011 
Baotou Steel Pipe Joint Venture  8,036   12,315 
General Steel (China) & Tianwu Joint Venture  267,543   68,918 
Total sales  3,782,076   1,937,324 
Interdivision sales  (218,180)  (55,184)
Consolidated sales $3,563,896  $1,882,140 
Gross profit: 2011  2010 
Longmen Joint Venture $(86,308) $32,751 
Maoming Hengda  (392)  (2,726)
Baotou Steel  491   562 
General Steel (China) & Tianwu Joint Venture  (3,845)  2,589 
Total gross profit  (90,054)  33,176 
Interdivision gross profit  1,840   (1,761)
Consolidated gross profit $(88,214) $31,415 

Income (loss) from operations: 2011  2010 
Longmen Joint Venture $(161,057) $(8,073)
Maoming Hengda  (2,568)  (5,782)
Baotou Steel  (2,516)  (862)
General Steel (China) & Tianwu Joint Venture  (10,902)  1,133 
Total loss from operations  (177,043)  (13,584)
Interdivision income (loss) from operations  1,840   (1,762)
Reconciling item (1)  (4,838)  (5,816)
Consolidated loss from operations $(180,041) $(21,162)

Net income (loss) attributable to General Steel Holdings, Inc.: 2011  2010 
Longmen Joint Venture $(161,897) $(32,668)
Maoming Hengda  3,763   (5,450)
Baotou Steel  (1,861)  (744)
General Steel (China) & Tianwu Joint Venture  (17,120)  (330)
Total net loss attributable to General Steel Holdings, Inc.  (177,115)  (39,192)
Interdivision net loss  (1,501)  (1,762)
Reconciling item (1)  1,429   10,948 
Consolidated net loss attributable to General Steel Holdings, Inc. $(177,187) $(30,006)

Depreciation and amortization: 2011  2010 
Longmen Joint Venture $54, 755  $34,131 
Maoming Hengda  205   3,411 
Baotou Steel  246   281 
General Steel (China) & Tianwu Joint Venture  3,125   3,330 
Consolidated depreciation and amortization $58,331  $41,153 

Finance/interest expenses: 2011  2010 
Longmen Joint Venture $104,372  $49,180 
Maoming Hengda  262   109 
Baotou Steel  (10)  14 
General Steel (China) & Tianwu Joint Venture  6,655   1,955 
Interdivision interest expenses  (709)  - 
Reconciling item (1)  4,379   25 
Consolidated interest expenses $114,949  $51,283 
Capital expenditures: 2011  2010 
Longmen Joint Venture $108,885  $80,718 
Maoming Hengda  1,978   8,735 
Baotou Steel  32   44 
General Steel (China) & Tianwu Joint Venture  44   419 
Consolidated capital expenditures $110,939  $89,916 

Total Assets as of December 31, 2011 and 2010 December 31, 2011  December31, 2010 
Longmen Joint Venture  $ 2, 937,271  $1,694,895 
Maoming Hengda  48,350   47,839 
Baotou Steel Pipe Joint Venture  8,093   31,852 
General Steel (China) & Tianwu Joint Venture  146,150   194,966 
Interdivision assets  (88,326)  (173,076)
Reconciling item (2)  2,583   2,904 
Total Assets $3,054,121  $1,799,380 

(1)Reconciling item represents the unallocated income or expenses of our Company, arising from General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd. and Qiu Steel for the years ended December 31, 2011 and 2010.

(2)Reconciling item represents assets held at General Steel Holdings, Inc., General Steel Investment Co., Ltd., Yangpu Shengtong Investment Co., Ltd. and Qiu Steel as of December 31, 2011 and 2010.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Commodity Price Risk and Related Risks
In the normal course of our 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 our products and allow operating results to reflect market price movements dictated by supply and demand. Based upon an assumed 2009 annual production capacity of 6.3 million metric tons, a $1 change in the annual average price would change annual pre-tax profits by approximately $6.3 million.
Interest Rate Risk
We are subject to interest rate risk since our outstanding debt is short-term and bears interest at variable interest rates. The future interest expense would fluctuate in case 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 units, Daqiuzhuang Metal, Longmen Joint Venture, Baotou Steel Pipe Joint Venture and Maoming, are all located in China. They produce and sell all of their products domestically in the P.R.C. They are subject to the foreign currency exchange rate risks due to the effects of fluctuations in the Chinese Renminbi on revenues and operating costs and existing assets or liabilities. We have not generally used derivative instruments to manage this risk. Generally, a ten percent (10%) decrease in Renminbi exchange rate would result in a $1.3 million decrease to income.

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GENERAL STEEL HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Index to consolidated financial statements

Page

Number 

Report of Independent Registered Public Accounting Firm – Friedman LLP57
Report of Independent Registered Public Accounting Firm – Frazer Frost, LLP58
Consolidated Balance Sheets as of December 31, 2011 and 201059
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2011 and 201060
Consolidated Statements of Changes in Equity for the years ended December 31, 2011 and 201061
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 201062
Notes to Consolidated Financial Statements63

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 sheet of General Steel Holdings, Inc. and Subsidiaries as of December 31, 2011, and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for the year then ended. General Steel Holdings, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements 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 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Steel Holdings, Inc. and Subsidiaries as of December 31, 2011, and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Friedman LLP

New York, New York

February 15, 2013

 

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, 20092010 and 2008,2009, and the related consolidated statements of operations and other comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2009.2010. General Steel Holdings, Inc.’s management is responsible for these consolidated financial 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 auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial 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, 20092010 and 2008,2009, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 20092010 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), General Steel Holdings, Inc. and subsidiaries’’s internal control over financial reporting as of December 31, 2009,2010, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 20102011, except for the effects of the material weakness described in the ninth paragraph of that report, as to which the date is August 29, 2012, expressed an unqualified opinion.

adverse opinion on the effectiveness of internal control over financial reporting.

/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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CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
(In thousands,2011, 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 
for the effects on the consolidated financial statements of the restatement described in Note 2, as to which the date is August 29, 2012

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2010
(In thousands)

ASSETS
  2011  2010 
CURRENT ASSETS:        
Cash $120,016  $65,271 
Restricted cash  398,216   197,797 
Notes receivable  92,910   49,147 
Restricted notes receivable  584,241   240,298 
Accounts receivable, net  12,601   18,500 
Accounts receivable - related parties  20,593   4,160 
Other receivables, net  22,411   11,150 
Other receivables - related parties  87,679   10,938 
Inventories  297,729   453,636 
Advances on inventory purchase  63,585   24,577 
Advances on inventory purchase - related parties  20,244   6,187 
Prepaid expense  364   5,018 
Prepaid value added tax  24,189   37,323 
Short-term investment  2,906   - 
Deferred tax assets  167   15,301 
TOTAL CURRENT ASSETS  1,747,851   1,139,303 
         
PLANT AND EQUIPMENT, net  1,257,236   602,612 
         
OTHER ASSETS:        
Advances on equipment purchase  10,420   14,898 
Investment in unconsolidated entities  12,840   17,456 
Long-term deferred expense  631   1,439 
Intangible assets, net of accumulated amortization  25,143   23,672 
TOTAL OTHER ASSETS  49,034   57,465 
         
TOTAL ASSETS $3,054,121  $1,799,380 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES:        
Short term notes payable $1,113,504  $480,152 
Accounts payable  413,345   241,367 
Accounts payable - related parties  121,828   79,694 
Short term loans - bank  253,954   285,198 
Short term loans - others  246,657   127,712 
Short term loans - related parties  15,710   14,548 
Other payables and accrued liabilities  49,538   30,087 
Other payable - related parties  28,873   18,214 
Customer deposit  90,556   133,464 
Customer deposit - related parties  68,277   54,922 
Deposit due to sales representatives  22,890   51,624 
Deposit due to sales representatives - related parties  943   455 
Taxes payable  11,374   6,237 
Deferred lease income, current  2,099   1,971 
Capital lease obligations, current  25,607   - 
TOTAL CURRENT LIABILITIES  2,465,155   1,525,645 
         
NON-CURRENT LIABILITIES:        
Long-term loans - related party  92,035   91,020 
Deferred lease income, noncurrent  76,425   55,620 
Capital lease obligations, noncurrent  280,743   - 
Profit sharing liability, noncurrent  303,233   - 
TOTAL NON-CURRENT LIABILITIES  752,436   146,640 
         
DERIVATIVE LIABILITIES  10   5,573 
         
TOTAL LIABILITIES  3,217,601   1,677,858 
         
COMMITMENT 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, 2011 and 2010  3   3 
Common stock, $0.001 par value, 200,000,000 shares authorized, 56,601,988        
and 54,678,083 shares issued, 55,511,010 and 54,522,973 shares outstanding        
as of December 31, 2011 and 2010, respectively  56   55 
Treasury stock, at cost, 1,090,978 and 316,760 shares as of        
December 31, 2011 and 2010, respectively  (2,795)  (871)
Paid-in-capital  107,940   104,970 
Statutory reserves  6,388   6,202 
Accumulated deficits  (229,083)  (51,793)
Accumulated other comprehensive income  10,200   10,987 
TOTAL GENERAL STEEL HOLDINGS, INC. EQUITY  (107,291)  69,553 
         
NONCONTROLLING INTERESTS  (56,189)  51,969 
         
TOTAL EQUITY  (163,480)  121,522 
         
TOTAL LIABILITIES AND EQUITY $3,054,121  $1,799,380 

The accompanying notes are an integral part of these consolidated financial statements.

59
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 

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
(In thousands, except per share data)

  2011  2010 
         
SALES $2,452,127  $1,392,770 
         
SALES - RELATED PARTIES  1,111,769   489,370 
TOTAL SALES  3,563,896   1,882,140 
         
COST OF GOODS SOLD  2,519,183   1,369,523 
         
COST OF GOODS SOLD - RELATED PARTIES  1,132,927   481,202 
TOTAL COST OF GOODS SOLD  3,652,110   1,850,725 
         
GROSS PROFIT (LOSS)  (88,214)  31,415 
         
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  91,827   52,577 
         
LOSS FROM OPERATIONS  (180,041)  (21,162)
         
OTHER INCOME (EXPENSE)        
Interest income  7,892   6,154 
Finance/interest expense  (114,949)  (51,283)
Change in fair value of derivative liabilities  5,563   15,055 
Gain on debt settlement  3,430   - 
Gain (loss) on disposal of equipment  693   (9,447)
Realized income from future contracts  415   1,424 
Income from equity investments  5,302   6,383 
Foreign currency transaction gain  3,424   - 
Lease income  2,008   943 
Other non-operating expense, net  (1,442)  (3,120)
Other expense, net  (87,664)  (33,891)
         
LOSS BEFORE PROVISION FOR INCOME TAXES        
AND NONCONTROLLING INTEREST  (267,705)  (55,053)
         
PROVISION FOR INCOME TAXES        
Current  175   1,267 
Deferred  15,419   (10,049)
Provision (benefit) for income taxes  15,594   (8,782)
         
NET LOSS  (283,299)  (46,271)
         
Less: Net loss attributable to noncontrolling interest  (106,112)  (16,265)
         
NET LOSS ATTRIBUTABLE TO GENERAL STEEL HOLDINGS, INC. $(177,187) $(30,006)
         
         
NET LOSS  (283,299)  (46,271)
         
OTHER COMPREHENSIVE LOSS        
Foreign currency translation adjustments  (587)  4,623 
         
COMPREHENSIVE LOSS  (283,886)  (41,648)
         
Less: Comprehensive loss attributable to noncontrolling interest  (105,912)  (14,511)
         
COMPREHENSIVE LOSS ATTRIBUTABLE TO GENERAL STEEL HOLDINGS, INC. $(177,974) $(27,137)
         
WEIGHTED AVERAGE NUMBER OF SHARES        
Basic and Diluted  54,750   53,113 
         
LOSS PER SHARE        
Basic and Diluted $(3.24) $(0.56)

The accompanying notes are an integral part of these consolidated financial statements.

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 

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands)

  

Preferred stock

  Common stock  

Treasury stock

     Retained earnings / Accumulated deficits  Accumulated other      
  Shares  Par value  Shares  Par value  Shares  At cost  

Paid-in

capital
  Statutory reserves  Unrestricted  comprehensive
income
  Noncontrolling
interest
  Total 
BALANCE, December 31, 2009  3,093  $3   51,619  $52   -  $-  $95,588  $6,162  $(21,787) $8,118  $70,148  $158,284 
                                                 
Net loss attributable to General Steel Holdings, Inc.                                  (30,006)          (30,006)
Net loss attributable to noncontrolling interest                                          (16,265)  (16,265)
Distribution of dividend to noncontrolling shareholders                                          (3,934)  (3,934)
Noncontrolling interest acquired                                          (1,270)  (1,270)
Registered capital received from noncontrolling shareholders                                          1,182   1,182 
Adjustment to special reserve                              40           354   394 
Common stock issued for compensation          733   0.73           2,201                   2,202 
Common stock issued for debt settlement          928   0.93           2,403                   2,404 
Common stock transferred by CEO for compensation                          276                   276 
Notes converted to common stock          1,209   1.21           3,544                   3,545 
Make whole shares issued on notes conversion          272   0.27           741                   741 
Common stock issued for accrued interest on notes          79   0.08           217                   217 
Treasury stock purchased          (317)  (0.32)  317   (871)                      (871)
Foreign currency translation adjustments                                      2,869   1,754   4,623 
                                                 
BALANCE, December 31, 2010  3,093  $3   54,523  $55   317  $(871) $104,970  $6,202  $(51,793) $10,987  $51,969  $121,522 
                                                 
Net loss attributable to General Steel Holdings, Inc.                                  (177,187)          (177,187)
Net loss attributable to noncontrolling interest                                          (106,112)  (106,112)
Adjustment to statutory reserve                              104   (103)      608   609 
Adjustment to special reserve                              82           128   210 
Common stock issued for compensation          788   0.79           1,253                   1,254 
Common stock issued for debt settlement          974   0.97           1,441                   1,442 
Common stock transferred by CEO for compensation                          276                   276 
Treasury stock purchased          (774)  (0.77)  774   (1,924)                      (1,925)
Dividend declared to noncontrolling shareholders                                          (2,982)  (2,982)
Foreign currency translation adjustments                                      (787)  200   (587)
                                                 
BALANCE, December 31, 2011  3,093  $3   55,511  $56   1,091  $(2,795) $107,940  $6,388  $(229,083) $10,200  $(56,189) $(163,480)
                                                 

The accompanying notes are an integral part of these consolidated financial statements.

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 

GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
(In thousands)

  2011  2010 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(283,299) $(46,271)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:        
Depreciation, amortization and depletion  58,331   41,153 
Impairment of plant and equipment  5,424   1,747 
Change in fair value of derivative liabilities  (5,563)  (15,055)
Gain on debt settlement  (3,430)  - 
(Gain) loss on disposal of equipment  (693)  8,257 
Bad debt allowance  3,529   326 
Inventory written-off  37,512   1,061 
Stock issued for services and compensation  1,530   2,479 
Income from compensation  -   (1,377)
Make whole shares interest expense on notes conversion  -   1,130 
Amortization of deferred note issuance cost and discount on convertible notes  -   17 
Amortization of deferred financing cost on capital lease  27,704   - 
Income from equity investments  (5,302)  (6,383)
Deferred tax assets  15,419   (10,058)
Deferred lease income  4,782   5,549 
Foreign currency transaction gain  (3,424)  - 
Changes in operating assets and liabilities        
Notes receivable  (41,318)  (18,498)
Notes receivable - restricted  (329,839)  (234,342)
Accounts receivable  4,761   (8,647)
Accounts receivable - related parties  (16,015)  14,065 
Other receivables  (12,638)  (3,210)
Other receivables - related parties  (50,562)  (2,968)
Inventories  131,695   (270,046)
Advances on inventory purchases  (37,674)  4,681 
Advances on inventory purchases - related parties  (13,608)  13,782 
Prepaid expense  4,753   - 
Long-term deferred expense  845   - 
Prepaid value added tax  14,223   - 
Accounts payable  160,657   76,003 
Accounts payable - related parties  38,647   45,480 
Other payables and accrued liabilities  18,076   (1,527)
Other payables - related parties  9,845   30,618 
Customer deposits  (46,870)  (24,433)
Customer deposits - related parties  11,211   18,855 
Taxes payable  4,834   (19,543)
Net cash used in operating activities  (296,457)  (397,155)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Restricted cash  (190,178)  741 
Acquired long term investment  -   (2,021)
Cash proceeds from disposal of long-term investment  -   8,137 
Cash made to short term investment  (2,858)  - 
Cash proceeds from sales of equipment  1,306   1,828 
Advance on equipment purchases  -   (7,106)
Equipment purchase and intangible assets  (110,939)  (89,916)
Net cash used in investing activities  (302,669)  (88,337)
         
CASH FLOWS FINANCING ACTIVITIES:        
Payments made to dividend distribution  -   (2,855)
Payments made for treasury stock acquired  (1,923)  (870)
Capital contributed by noncontrolling interest  -   1,184 
Borrowings on short term loans - bank  563,007   327,807 
Payments on short term loans - bank  (600,294)  (199,905)
Borrowings on short term loan - others  330,037   152,517 
Payments on short term loans - others  (212,661)  (174,913)
Borrowings on short term loan - related parties  15,450   71,714 
Payments on short term loans - related parties  (14,817)  (11,850)
Borrowings on short term notes payable  1,655,741   905,124 
Payments on short term notes payable  (1,049,680)  (693,633)
Deposits due to sales representatives  (30,066)  987 
Deposit due to sales representatives - related parties  464   444 
Borrowings on long term loan - related parties  14,677   91,020 
Payments on long term loan - related parties  (16,865)  - 
Net cash provided by financing activities  653,070   466,771 
         
EFFECTS OF EXCHANGE RATE CHANGE IN CASH  801   1,874 
         
INCREASE (DECREASE) IN CASH  54,745   (16,847)
         
CASH, beginning of year  65,271   82,118 
         
CASH, end of year $120,016  $65,271 

The accompanying notes are an integral part of these consolidated financial statements.

62
See report of independent registered public accounting firm.
58


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

Note 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’s main operation is manufacturing and sales of steel products such as steel rebar, hot-rolled carbon and silicon sheets and spiral-weld pipes. The Company, presently has four production subsidiaries: General Steel (China) Co. Ltd. (f/k/together with its subsidiaries, majority owned subsidiaries and variable interest entity, is referred to as the “Group”.

Recent developments

On April 29, 2011, a Tianjin Daqiuzhuang Metal Co. Ltd.20-year Unified Management Agreement (“the Agreement”) (“Daqiuzhuang Metal”), Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd., (“Baotou Steel Pipe Joint Venture”),was entered into between the Company, the Company’s 60%-owned subsidiary Shaanxi Longmen Iron and Steel Co., Ltd. (“Longmen Joint Venture”), Shaanxi Coal and Maoming HengdaChemical Industry Group Co., Ltd. (“Shaanxi Coal”) and Shaanxi Iron and Steel Group (“Shaanxi Steel”). Shaanxi Steel is the controlling shareholder of Shaanxi Longmen Iron and Steel Group Co., Ltd.Ltd (“Maoming”Long Steel Group”) which is the non-controlling interest holder in Longmen Joint Venture, and Shaanxi Coal, a state owned entity, is the parent company of Shaanxi Steel. Under the terms of the Agreement, all manufacturing machinery and equipment of Longmen Joint Venture and the $581.4 million (or approximately RMB 3.7 billion) of newly constructed iron and steel making facilities owned by Shaanxi Steel, which includes one 400m2 sintering machine, two 1,280m3 blast furnaces, two 120 ton converters and some auxiliary systems, are managed collectively as a single virtual asset pool (“Asset Pool”). Longmen Joint Venture manages the Asset Pool as the principal operating entity and is responsible for the daily operations of the new and existing facilities.

The Agreement leverages each of the parties’ operating strengths, allowing the Longmen Joint Venture to derive the greatest benefit from the cooperation and the newly constructed iron and steel making facilities. At the designed efficiency level, these new facilities are expected to contribute three million tons of crude steel production capacity per year.

Longmen Joint Venture pays Shaanxi Steel for the use of the newly constructed iron and steel making facilities an amount equaling the depreciation expense on the equipment constructed by Shaanxi Steel as well as 40% of the pre-tax profit generated by the Asset Pool. The remaining 60% of the pre-tax profit is allocated to Longmen Joint Venture. As a result, the Company’s economic interest in the profit generated by the Asset Pool decreased from 60% to 36%. However, the overall capacity under the management of Longmen Joint Venture has increased by three million tons, or 75%. The Company’s main operation Agreementis manufacturingalso expected to improve Longmen Joint Venture’s cost structure through sustainable and salessteady sourcing of steel productskey raw materials and reduced transportation costs.The distribution of profit is subject to a prospective adjustment after the first two years based on each entity’s actual investment of time and resources into the Asset Pool.

The parties to the Agreement haveagreed to establish the Shaanxi Longmen Iron and Steel Unified Management Supervisory Committee ("Supervisory Committee") to ensure that the facilities and related resources are being operated and managed according to the stipulations set forth in the Agreement. However, the Board of Directors of Longmen Joint Venture, of which the Company holds 4 out of 7 seats, requires a simple majority vote. Therefore, the Board of Directors of Longmen Joint Venture remains the controlling decision-making body of Longmen Joint Venture and the Asset Pool.

The Agreement constitutes an arrangement that involves a lease which met certain of the criteria of a capital lease and therefore, the lease is accounted for as such by Longmen Joint Venture as rebar, hot-rolled carbona capital lease. See Notes 2 “Summary of significant accounting policies”, 13 “Capital lease obligations” and silicon sheets and spiral-weld pipes.


14 “Profit sharing liability”.

Note 2 – Summary of significant accounting policies


Basis of presentation

(a)Basis of presentation

The consolidated financial statements of the Company reflect the activities of the following major directly and indirectly owned subsidiaries:

Percentage
Subsidiary 

Percentage

ofOwnership

 
General Steel Investment Co., Ltd.British Virgin Islands  100.0%
General Steel (China) Co., Ltd. (“General Steel (China)”)PRC  100.0%
Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd.PRC  80.0%
Yangpu Shengtong Investment Co., Ltd.PRC  99.1%
Tianjin Qiu Steel Investment Co., Ltd. (“Qiu Steel”)PRC  98.7%
Shaanxi Longmen Iron andJoint VenturePRCVIE/60.0%
Maoming Hengda Steel Company, Ltd. (“Maoming Hengda”)PRC99.0%
Tianwu General Steel Material Trading Co. Ltd., Ltd (“Tianwu Joint Venture”)PRC  60.0%
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 (“U.S. GAAP”) and include the accounts of all directly, and indirectly owned subsidiaries and the variable interest entity listed above. All material intercompany transactions and balances have been eliminated in consolidation.


Use

(b)Principles of consolidation – subsidiaries

The accompanying consolidated financial statements include the financial statements of estimates


the Company, its subsidiaries, its variable interest entity (“VIE”) for which the Company is the ultimate primary beneficiary, and the VIE’s subsidiaries.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. 

A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. 

All significant inter-company transactions and balances have been eliminated upon consolidation.

(c)Consolidation of VIE

Prior to enter into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture had been consolidated as the Company’s 60% direct owned subsidiary. Upon entering into the Unified Management Agreement on April 29, 2011, Longmen Joint Venture was re-evaluated by Company to determine if Longmen Joint Venture is a VIE and if the Company is the primary beneficiary.

Based on projected profits in this entity and future operating plans, LongmenJoint Venture’s equity at risk is considered insufficient to finance its activities and therefore LongmenJoint Venture is considered to be a VIE.

The Company would be considered the primary beneficiary of the VIE if it has both of the following characteristics:

a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and
b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

A Supervisory Committee was formed during the negotiation of the Unified Management Agreement. Given there is both a Supervisory Committee and a Board with respect to LongmenJoint Venture, the powers (rights and roles) of both bodies were considered to determine which party has the power to direct the activities of LongmenJoint Venture, and by extension, whether the Company continues to have the power to direct LongmenJoint Venture’s activities after this Supervisory Committee was formed and the significant investment in plant and equipment by owners of the Longmen Joint Venture partner, as discussed in Note 1- “Recent Developments”. The Supervisory Committee, on which the Company holds 2 out of 4 seats, requires a ¾ majority vote, while the Board, on which the Company holds 4 out of 7 seats, requires a simple majority vote. As the Supervisory Committee’s role is limited to supervising and monitoring management of LongmenJoint Venture and in the event there is any disagreement between the Board and the Supervisory Committee, the Board prevails, the Supervisory Committee is considered subordinate to the Board. Thus, the Board of Directors of LongmenJoint Venture continues to be the controlling decision-making body with respect to LongmenJoint Venture. The Company, which controls 60% of the voting rights of the Board of Directors, has control over the operations of LongmenJoint Venture and as such, has the power to direct the activities of the VIE that most significantly impact LongmenJoint Venture’s economic performance.

In connection with the Unified Management Agreement, the Company, Shaanxi Coal and Shaanxi Steel may provide such support on a discretionary basis or as needed in the future. See Note 2 item (d) Liquidity.

As discussed in Note 1 - “Background”, the Company has the obligation to absorb losses and the rights to receive benefits based on the profit allocation as stipulated by the Unified Management Agreement that are significant to the VIE. As both conditions are met, the Company is the primary beneficiary of LongmenJoint Venture and therefore, continues to consolidate LongmenJoint Venture as a VIE.

The Company believes that the Unified Management Agreement between Longmen Joint Venture and Shaanxi Coal is in compliance with PRC law and is legally enforceable. The Board of Directors of Longmen Joint Venture continues to be the controlling decision-making body with respect to Longmen Joint Venture. The Company, which controls 60% of the voting rights of the Board of Directors, has control over the operations of Longmen Joint Venture and as such, has the power to direct the activities of the VIE. However, in the PRC law, and/or uncertainties in the PRC legal system could limit the Company’s ability to enforce the Unified Management Agreement, which in turn, may lead to reconsideration of the VIE assessment and the potential for a different conclusion. The Company is making ongoing assessment to determine whether Longmen Joint Venture is a VIE.

The carrying amount of the VIE and its subsidiaries’ consolidated assets and liabilities are as follows:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Current assets $1,674,171  $1,087,108 
Plant and equipment, net  1,217,264   553,688 
Other noncurrent assets  45,836   54,099 
Total assets  2,937,271   1,694,895 
Total liabilities  (3,131,823)  (1,612,925)
Net assets (net liabilities) $(194,552) $81,970 

VIE and its subsidiaries’ liabilities consist of the following:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Current liabilities:        
Short term notes payable $1,105,570  $447,992 
Accounts payable  401,158   230,753 
Accounts payable - related parties  81,403   56,742 
Short term loans - bank  209,234   260,977 
Short term loans - others  240,684   113,328 
Short term loans - related parties  15,710   14,548 
Other payables and accrued liabilities  31,249   27,932 
Other payables - related parties  20,677   2,132 
Customer deposits  84,767   129,832 
Customer deposits - related parties  66,932   53,624 
Deposit due to sales representatives  22,890   52,079 
Taxes payable  5,386   5,159 
Deferred lease income - current  2,099   1,971 
Capital lease obligations, current portion  25,607   - 
Intercompany payable to be eliminated  66,021   69,216 
Total current liabilities  2,379,387   1,466,285 
Non-current liabilities:        
Long term loans - related parties  92,035   91,020 
Deferred lease income - noncurrent  76,425   55,620 
Capital lease obligations, noncurrent portion  280,743   - 
Profit sharing liability, noncurrent  303,233   - 
Total non-current liabilities  752,436   146,640 
Total liabilities of consolidated VIE $3,131,823  $1,612,925 

VIE and its subsidiaries’ statements of operations are as follows:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Sales $3,496,551  $1,846,080 
Gross profit (loss) $(86,308) $32,751 
Loss from operations $(161,057) $(8,073)
Net loss attributable to controlling interest $(161,897) $(32,668)

Longmen Joint Venture has two 100% owned subsidiaries, Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd. (“Yuteng”). In addition, Longmen Joint Venture has three consolidated subsidiaries, Hualong Fire Retardant Material Co., Ltd. (“Hualong”), Hancheng Tongxing Metallurgy Co., Ltd. (“Tongxing”) and Beijing Huatianyulong International Steel Trading Co., Ltd. (“Huatianyulong”), in which Longmen Joint Venture does not hold a controlling interest. Hualong, Tongxing and Huatianyulong are separate legal entities which were established in the PRC as limited liability companies and subsequently acquired by Longmen Joint Venture in June 2007, January 2008 and July 2008, respectively. Prior to and subsequent to their acquisition by Longmen Joint Venture, these three entities have been operating as self-sustaining integrated sets of activities and assets conducted and managed for the purpose of providing a return to shareholders consisting of all the inputs, processes and outputs of a business. However, these three entities do not meet the definition of variable interest entities. Further consideration was given to whether consolidation was appropriate under the voting interest model, specifically where the power of control may exist with a lesser percentage of ownership (i.e. less than 50%), for example, by contract, lease, agreement with other stockholders or by court decree.

Hualong

Longmen Joint Venture, the single largest shareholder, holds a 36.0% equity interest in Hualong. The other two shareholders, who own 34.67% and 29.33% respectively, assigned their voting rights to Longmen Joint Venture in writing at the time of the acquisition of Hualong. The voting rights have been assigned through the date Hualong ceases its business operations or the other two shareholders sell their interest in Hualong. Hualong’s main business is to supply refractory.

Tongxing

Longmen Joint Venture holds a 22.76% equity interest in Tongxing and hundreds of employees of Longmen Joint Venture own the remaining 77.24%. Each individual employee shareholder comprising the remaining 77.24% assigned its voting rights to Longmen Joint Venture in writing at the time of the acquisition of Tongxing. The voting rights have been assigned through the date Tongxing ceases its business operation or the employees sell their interest in Tongxing. Tongxing’s business is highly reliant on Longmen Joint Venture. Tongxing’s main business is to process rebar (See Note 24).

Huatianyulong

Longmen Joint Venture holds a 50.0% equity interest in Huatianyulong and the other unrelated shareholder holds the remaining 50.0%. The other shareholder assigned its voting rights to Longmen Joint Venture in writing at the time of acquisition of Huatianyulong. The voting rights have been assigned through the date Huatianyulong ceases its business operation or the other unrelated shareholder sells its interest in Huatianyulong. Huatianyulong mainly sells imported iron ore.

The Company has determined that it is appropriate for Longmen Joint Venture to consolidate these three entities with appropriate recognition in the Company’s financial statements of the non-controlling interests in each entity, beginning on the acquisition dates as these were also the effective dates of the agreements with other stockholders granting a majority voting rights in each entity, and thereby, the power of control, to Longmen Joint Venture.

(d)Liquidity

The Company’s accounts have been preparedin accordance with U.S. GAAP on a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon aligning its sources of funding (debt and equity) with the expenditure requirements of the Company and repayment of the short-term debt facilities as and when they fall due.

The steel business is capital intensive and as a normal industry practice in PRC, the Company is highly leveraged. Debt financing in the form of short term bank loans, loans from related parties, financing sales, bank acceptance notes, and capital leases have been utilized to finance the working capital requirements and the capital expenditures of the Company. As a result, the Company’s debt to equity ratio at of December 31, 2011 and 2010 were (19.7) and 13.8, respectively. As of December 31, 2011, the Company’s current liabilities exceed current assets (excluding non-cash item) by $689.6 million. And as of December 31, 2012, the Company’s current liabilities exceed current assets (excluding non-cash item) by $784.8 million.

Longmen Joint Venture, as the most important subsidiary of the Company, accounted for majority of total sales of the Company. As such, the majority of the Company’s working capital needs come from Longmen Joint Venture. The Company’s ability to continue as a going concern depends heavily on Longmen Joint Venture’s operations. Longmen Joint Venture has obtained different types of financial supports, which are listed below by category:

Line of credit

The Company received lines of credit from seven major banks totaling $367.4 million with expiration dates ranging from December 28, 2013 to May 4, 2014.

Banks Amount of
Line of Credit
(in millions)
  Repayment Date
Bank of Jinzhou $31.7  January 7, 2014
China Merchants Bank  47.5  February 1, 2014
Bank of Chongqing  47.5  January 8, 2014
Bank of Communications  31.7  December 28, 2013*
Bank of Lanzhou  31.7  January 3, 2014
Industrial Bank  34.8  January 23, 2014
China Minsheng Bank  142.5  May 4, 2014
Total $367.4   

*Management expects the line of credit will be extended after December 28, 2013.

Vendor financing

Longmen Joint Venture signed additional vendor financing agreements, which will provide liquidity to the Company in a total amount of $316.7 million with the following companies:

 

Company

 

 

Financing period covered

 Financing Amount 
  (in millions) 
Company A – related party January 6, 2013 – January 5, 2015 $79.2 
Company B – third party January 6, 2013 – January 5, 2015  79.2 
Company C – related party October 1, 2012 – October 1, 2013  158.3 
Total   $316.7 

Company A, a related party company and Company B, a third party company, are both Longmen Joint Venture’s major coke suppliers. They have been doing business with Longmen Joint Venture for years. Each company has signed a two-year agreement with Longmen Joint Venture which was effective on January 6, 2013 to finance Longmen Joint Venture for its coke purchase for two-year. According to the above signed agreement, both Company A and B will not demand any cash payments for next two years. As of the date of this report, our payables to Company A and Company B were approximately $54.7 million and $31.1 million, respectively.

As a critical business stakeholder to the Company’s Tianwu Joint Venture, Company C is a Fortune 500 Company. Its total iron ore sales in 2011 were over 16 million metric tons. In October 2012, Company C signed a one year agreement which is effective and payables from October 2012 to finance Longmen Joint Venture up to $158.3 million for its iron ore purchase. According to the agreement, during the contract period, Longmen Joint Venture agrees to purchase iron ore from Company C in an amount not less than 3 million metric ton. Company C agrees to provide the amount of not less than $158.3 million in iron ore for Longmen Joint Venture. During the contract term, Longmen Joint Venture also needs to pay a monthly interest expense based on a variable interest rate equal to 110% of the one year benchmark rates of similar loans published by the Peoples Bank of China. This agreement would also help secure Company C’s iron ore sales to Longmen Joint Venture. The Company had not made any purchases from Company C as of the date of this report.

Customer financing

Longmen Joint Venture also obtained customer financing support from Company D, a related party. Company D, a subsidiary of one of the largest state-owned enterprise in its province signed a one year agreement which is effective from the October 1, 2012 to finance Longmen Joint Venture $158.3 million by a way of payment in advance.There is no customer financing yet as of the date of this report.

Financing sales

As part of our working capital management, Longmen Joint Venture has entered into an additional financing sales agreement with a third party company, Company E and two 100% owned subsidiaries of Longmen Joint Venture, named Yuxin Trading Co., Ltd. (“Yuxin”) and Yuteng Trading Co., Ltd. (“Yuteng”)(“financing sales”) to provide liquidity to the Company in the total amount of $79.2 million.

According to the financing sales agreements, Longmen Joint Venture sells rebar to Company E at a certain price, and Yuxin and Yuteng will purchase back the rebar from Company E at a higher price than the original selling price from Longmen Joint Venture. Based on the contract terms, Longmen Joint Venture is paid in advance for at least $7.9 million for the rebar sold. From December 31, 2012 till the expiration date of the contract or December 31, 2013, the advance payment balance cannot be less than $79.2 million. The remaining financing sales balance can be paid by installment based on Longmen Joint Venture’s goods delivery volume. As of the date of this report, our payable to Company E was approximately $23.7 million.

Other financing

On January 7, 2013, Longmen Joint Venture signed a payment extension agreement with each company listed below. In total, Longmen Joint Venture can get $43.5 million in financial support from a two-year balancing payment extension granted by the following three companies:

 

Company

 

 

Financing period covered

 Financing Amount 
  (in millions) 
Company F – related party January 7, 2013 – January 6, 2015 $15.8 
Company G – related party January 7, 2013 – January 6, 2015  20.6 
Company H – related party January 7, 2013 – January 6, 2015  7.1 
Total   $43.5 

According to the contract terms, Company F, Company G and Company H, have agreed to grant a two year payment extension in the amounts of $15.8 million, $20.6 million and $7.1 million respectively. As of the date of this report, our payables to Company F, Company G and Company H were approximately $17.1 million, $20.9 million and $8.4 million, respectively.

Amount due to sales representatives

Longmen Joint Venture entered into agreements with various entities to act as the Company’s exclusive sales agents in specified geographic areas.  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 in 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 is terminated. As of December 31, 2012, Longmen Joint Venture has collected a total amount of $35.0 million. Historically, this amount is quite stable and we do not expect a big fluctuation in this amount for the next twelve months from December 31, 2012 onwards.

With the financial support from the banks and the companies above, management is of the opinion that the Company has sufficient funds to meet its future operations, working capital requirements and debt obligations until the end of December 31, 2013. Management does not expect the result of our analysis will be significantly different from December 31, 2012 to the date of this report. The detailed breakdown of Longmen Joint Venture’s estimated cash flows items are listed below.

  Cash inflow (outflow)
(in millions)
 
  For the twelve months ended December 31, 2013 
Current liabilities over current assets (excluding non-cash items) as of December 31, 2012 $(784.8)
Cash provided by line of credit from banks  367.4 
Cash provided by vendor financing  316.7 
Cash provided by customer financing  158.3 
Cash provided by financing sales  79.2 
Cash provided by other financing  43.5 
Cash provided by sales representatives  35.0 
Cash used in operations for the twelve months ended December 31, 2013  (30.3)
Net projected change in cash for the twelve months ended December 31, 2013 $185.0 

As a result, the consolidated financial statements for the year ended December 31, 2011 have been prepared on a going concern basis.

(e)Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United StatesU.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and accompanying notes.footnotes. Significant accounting estimates reflected in the Company’s consolidated 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.receivables, the recognition of contingent liabilities, the interest rate used in the financing sales, the fair value of the assets recorded under capital lease, the present value of the net minimum lease payments of the capital lease and the fair value of the profit share liability. Actual results could differ from these estimates.


Concentration of risks

estimates.

(f)Concentration of risks and uncertainties

The Company'sCompany’s operations are carried out in the PRC. Accordingly, the Company'sCompany’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'sPRC’s economy. The Company'sCompany’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'sCompany’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

The Company has significant exposure to the fluctuation of independent registered public accounting firm.


59


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
raw materials and energy prices as part of its normal operations. As of December 31, 2009

2011 and 2010, the Company does not have any open commodity contracts to mitigate such risks.

Cash includes cash on hand and demand deposits in accounts maintained with banks within the PRC, Hong Kong and the United States. Total cash (including restricted cash balances) in these banks on December 31, 20092011 and 20082010 amounted to $274.2$518.2 million and $145.6$263.1 million, respectively. As of December 31, 2009, $22.52011, $0.1 million cash in the bank was covered by insurance. The Company has not experienced any losses in suchother bank accounts and believes it is not exposed to any risks on its cash in bank accounts.


The Company hadCompany’s five major customers whichare all distributors and collectively represented approximately 29%, 34%27.1% and 59%28.6% of the Company’s total sales for the years ended December 31, 2009, 20082011 and 2007,2010, respectively. FiveThese five major customers accounted for 0%, 1%27.2% and 0% of total accounts receivable as of December 31, 2009, 20082011 and 2007,2010, respectively.


The purchases One of the five major customers accounted for more than 10% of total accounts receivable.

For years ended December 31, 2011 and 2010, the Company purchased approximately 48.6% and 48.0% of its 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. FiveThese five vendors accounted for 10%, 7%16.9% and 11%28.3% of total accounts payable as of December 31, 2009, 20082011 and 2007,2010, respectively.


Revenue recognition

The Company follows None of the generally accepted accounting principles in the United States regarding revenue recognition. five major suppliers individually accounted for more than 10% of total accounts payable.

(g)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, the Company has 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 recorded as customer deposits. Sales revenue represents the invoiced value of goods, net of value-added tax (VAT). All of the Company’s products sold in the PRC are subject to a Chinese value-added tax at a rate of 13% or 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 the finished product.


Foreign currency translation and other comprehensive income

(h)Foreign currency translation and other comprehensive income

The reporting currency of the Company is the US dollar. The Company usesCompany’s subsidiaries in China use the local currency, Renminbi (RMB), as itstheir functional currency. Assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period. TranslationThe statement of operations accounts are translated at the average translation rates and the equity accounts are translated at historical rates.Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of 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 included in accumulated other comprehensive income amounted to $8.3$10.2 million and $8.7$11.0 million as of December 31, 20092011 and 2008,2010, respectively. The balance sheet amounts, with the exception of equity at December 31, 20092011 and 20082010 were translated at 6.826.37 RMB and 6.826.59 RMB to $1.00, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to income statement of operations accounts for the years ended December 31, 2009, 20082011 and 20072010 were 6.82 RMB, 7.076.47 RMB and 7.596.76 RMB, respectively. Cash flows are also translated at average translation rates for the period,periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheet.


See report

The PRC government imposes significant exchange restrictions on fund transfers out of independent registered public accounting firm.


60


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Financial instruments

the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.

(i)Financial instruments

The accounting standards regarding fair value of financial instruments and related 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, short term investment, 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 valuevalues because of the short period of time between the origination and repayment and as their stated interest rate approximatesrates approximate 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

On 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 December13, 2007, the Company issued convertible notes totaling $40entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors issuing $40.0 million (“Notes”) and 1,154,958 warrants. The warrants can be converted to common stock through May 13, 2013 at $13.51 per share, subject to customary anti-dilution adjustments.

On December 24, 2009, the holders of the existing warrants of 1,154,958 shares entered into an agreement with the Company that reset the exercise price from $13.51 to $5 per share and increased the number of warrants from 1,154,958 to 3,900,871.

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-marketrecorded at their fair value as of each reporting period. As all of the Notes were converted to common stocks by the end of 2010, the derivative instruments include only the outstanding warrants of 6,678,649 as of December 31, 2011 and 2010. 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 levelLevel 2 inputs, and recorded the change in earnings. As a result,See Note 10– “Convertible notes and derivative liabilities” for 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, andvariables used in theCox Rubenstein Binomial model.

The Company determined the carrying value of the convertible note amounted to approximately $1.1 million. Company usedprofit sharing liability using Level 3 inputs by considering the present value of Longmen Joint Venture’s projected profits/losses with a discount rate of 7.3% based on the Company’s average borrowing rate. The projected profits/losses in Longmen Joint Venture were based upon, but not limited to, the following assumptions in the next 20 years:

·projected selling units and growth in the steel market
·projected unit selling price in the steel market
·projected unit purchase cost in the coal and iron ore markets
·selling and general and administrative expenses to be in line with the growth in the steel market
·projected bank borrowings

The following table sets forth by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for its valuation methodologyat fair value on a recurring basis as of December 31, 2011:

 (in thousands) Carrying Value as of December 31, 2011  Fair Value Measurements at December 31, 2011
Using Fair Value Hierarchy
 
     Level 1 Level 2 Level 3 
Derivative liabilities $10  $ - $10 $ - 
Profit sharing liability  303,233  -  - 303,233 
Total $303,243 $- $10$303,233 

We re-measured the fair value of the 40% profit sharing liability as of December 31, 2011 and the difference is immaterial in comparing to the initial value.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2010:

(in thousands) Carrying Value as of
December 31, 2010
  Fair Value Measurements at December 31, 2010
Using Fair Value Hierarchy
 
     Level 1  Level 2  Level 3 
Derivative liabilities $5,573  $-  $5,573  $- 
                 

The following is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis 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
years ended 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 

2011 and 2010:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $5,573  $24,390 
Initial measurement and recognition of the 40% profit sharing liability on April 29, 2011  280,857   - 
Current period interest expense accreted  14,047   389 
Current period payments made for principal and stated interest  -   (217)
Current period note converted carrying value  -   (3,934)
Change of derivative liabilities charged to earnings  (5,563)  (15,055)
Exchange rate effect  8,329   - 
Ending balance $303,243  $5,573 
         

Except for the investments, convertible notes payablederivative liabilities and derivative liabilities,profit sharing liability, 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

(j)Cash

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


Restricted cash

(k)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 or less, thus restricted cash is classified as a current asset.


Accounts receivable and allowance for doubtful accounts

(l)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 accountaccounts is established and recorded based on managements’ assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivablereceivables 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

(m)Notes receivable

Notes receivable represents trade accounts receivable due from various customers where the customers’ banks have guaranteed the payment of the receivables.payment. 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.


The Company had $92.9 million and $49.1 million outstanding as of December 31, 2011 and 2010, respectively.

Restricted notes receivable represents notes receivable pledged as collateral for short-term loans and short-term notes payable issued by banks. As of December 31, 2011 and 2010, restricted notes receivable amounted to $584.2 million and $240.3 million, respectively.

(n)Advances on inventory purchase

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 complete its purchases on a timely basis.

This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which required the deposit to be returned to the Company when the contract ends. The inventory is normally delivered within one month after the monies have been advanced. The total outstanding amount, including advances to related parties, was $83.8 million and $30.8 million as of December 31, 2011 and 2010, respectively.

(o)Inventories

Inventories


Inventories are comprised of raw materials, work in progress and finished goods and are stated at the lower of cost or market using the weighted average cost method. Management reviews inventories for obsolescence and cost in excess of net realizable value at least annually and records a reserve against the inventory and additional cost of goods sold when the carrying value exceeds net realizable value.

Shipping and handling

The Company had written-off $37.5 million inventory cost for the year ended December 31, 2011.

(p)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, 2009, 20082011 and 20072010 amounted to $6.8 million, $4.9$30.1 million and $2.8$9.5 million, respectively.


Intangible assets

All land in

(q)Plant and equipment, net

Plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the People’s Republic of China 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 expire in 2050 and 2053. However, Daqiuzhuang Metal's initial business license had a ten-year term. Therefore, management elected to amortize the land use rightsstraight-line method over the ten-year business term. Daqiuzhuang Metal becameestimated useful lives of the assets with a Sino-Foreign Joint Venture in 2004, and obtained a new business license3%-5% residual value. The depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets.The estimated useful lives are as follows:

Buildings and Improvements10-40 Years
Machinery10-30 Years
Machinery and equipment under capital lease20 Years
Other equipment5 Years
Transportation Equipment5 Years

The Company assesses all significant leases for twenty years; however,purposes of classification as either operating or capital. At lease inception, if the lease meets any of the four following criteria, the Company decidedwill classify it as a capital lease; otherwise it will be treated as an operating lease: a) transfer of ownership to continue amortizinglessee at the land use rights overend of the original ten-year business term.


Longmen Group contributed land use rights for a total amountlease term, b) bargain purchase option, c) lease term is equal to 75% or more of $21.8 millionthe estimated economic life of the leased property, d) the present value of the minimum lease payments is 90% or more of the fair value of the leased asset.

Construction in progress represents the costs incurred in connection with the construction of buildings or new additions to the Longmen Joint Venture.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, 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 progress. All other interest is expensed as incurred.

Long lived assets, including buildings and improvements, equipment and intangible assets are reviewed if events and changes in circumstances indicate that its carrying amount may not be recoverable, to determine whether their carrying value has become impaired. The land use rights are for 50 yearsCompany considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (See Note 6). The Company also re-evaluates the periods of depreciation and expire in 2048amortization to 2052.


Maoming has land use rights amounting to $2.2 million for 50 yearsdetermine whether subsequent events 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

circumstances warrant revised estimates of useful lives.

(r)Intangible assets

Intangible assets of the Company are reviewed at least annually, more often when circumstances require, to determinedetermining 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, 2009,2011, the Company expects these assets to be fully recoverable.


See report

Land use rights

All land in the PRC is owned by the government. However, the government grants “land use rights.”  General Steel (China) acquired land use rights in 2001 for a total of independent registered public accounting firm.


63


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Plant$3.7 million (RMB $23.7 million). These land use rights are for 50 years and equipment, net

Plantexpire in 2050 and equipment2053. The Company amortizes the land use rights over the twenty-year business term because its business license had a twenty-year term.

Long Steel Group contributed land use rights for a total amount of $23.4 million (RMB $148.6 million) to the Longmen Joint Venture. The contributed land use rights are statedfor 50 years and expire in 2048 to 2052.

Maoming Hengda has land use rights amounting to $2.6 million (RMB $16.6 million) for 50 years that expire in 2054.

Other than the land use rights that General Steel (China) acquired in 2001, the Company amortizes the land use rights over their 50 year term.

Entity Original Cost  Expires on 
  (in thousands)    
General Steel (China) $3,727   2050 & 2053 
Longmen Joint Venture $23,351   2048 & 2052 
Maoming Hengda $2,607   2054 

Mining right

Mining rights are capitalized at cost less accumulated depreciation. Depreciation is computedwhen acquired, including amounts associated with any value beyond proven and probable reserves, and amortized to operations as depletion expense using the straight-lineunits-of-production method over the estimated useful livesproven and probable recoverable tons. In October 2011, Longmen Joint Venture acquired iron ore mining right amounting to $2.3 million (RMB $14.9 million), which is amortized over the estimated recoverable reserve of the assets with a 3%-5% residual value.


The estimated useful lives are as follows:

4.2 million tons.

Buildings and Improvements10-40 Years
Machinery(s)10-30 Years
Other equipment5 Years
Transportation Equipment5 YearsInvestments in unconsolidated entities

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. 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 progress. All other interest is expensed as incurred.

Long lived assets, including buildings and improvements, equipment and intangible assets are reviewed annually or 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, 2009, the Company expects these assets to be fully recoverable.

Investments in unconsolidated subsidiaries

Subsidiaries

Entities in which the Company has the ability to exercise significant influence, but does not have a controlling interest, are accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. The Company accounts for investments with ownership less than 20% using the cost method.


The Company’s indirect subsidiaries,

Longmen Joint Venture and its subsidiary - Hancheng Tongxing Metallurgy Co., Ltd. and Environmental Protection Industry Company(“Tongxing”) invested in several companies from 20042003 to 2009.


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     

See report of independent registered public accounting firm.

64


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2007. The table below summarizes Longmen Joint Venture and Tongxing’s investment holdings as at December 31, 2009

2011 and 2010.

Unconsolidated subsidiaries 

Year

 acquired

  

2011

Net investment

(In thousands)

  Owned %  

2010

Net investment

(In thousands) 

  

Owned 

Shaanxi Daxigou Mining Co., Ltd 2004  $8,304   22.1 $4,779  22.1
Shaanxi Xinglong Thermoelectric Co. Ltd.  

2004- 2007

   -    - 8,534  20.7
Huashan Metallurgical Equipment Co.,  Ltd.  2003   3,067   25.0  2,907  25.0
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd  2003   428   23.8  -  25.0
Xian Delong Powder Engineering Materials Co., Ltd.  2007   1,041   24.1  1,236  27.0
Total     $12,840     $17,456   

Total investment income in unconsolidated subsidiaries amounted to $20.0$3.9 million and $14.0$6.4 million as offor the years ended December 31, 20092011 and 2008, respectively.


Short-term notes payable

2010, respectively, which is included in “Income from equity investments” in the consolidated statements of operations and other comprehensive income (loss).

On April 30, 2011, a share transfer agreement was signed with the Labor Union Trust of Long Steel Group, transferring Tongxing’s 20.7% share of Shaanxi Xinglong (“Xinglong”) Thermoelectric Co., Ltd to the Labor Union Trust of Long Steel Group for $11.3 million (RMB 72.9 million) on April 30, 2011. As of April 30, 2011, our investment in Xinglong was approximately $9.9 million and this transaction resulted in a gain of $1.4 million, which is included in “Income from equity investments” in the consolidated statements of operations and other comprehensive income (loss).  

(t)Short-term notes payable

Short-term notes payable are lines of credit extended by banks. The banks in-turn issue the Company a bankers 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 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 is classified on the balance sheet as restricted cash.


Earnings per share

(u)Customer deposits

Customer deposits represent amounts advanced by customers on product orders. The product normally is shipped within one 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, 2011 and 2010, customer deposits amounted to $158.8 million and $188.4 million, respectively, including deposits received from relate parties, amounting to $68.3 million and $54.9 million, respectively.

(v)Deferred lease income

To reimburse Longmen Joint Venture for certain construction costs incurred as well as economic losses on suspended production to accommodate the construction of the new iron and steel making facilities on behalf of Shaanxi Steel, in the fourth quarter of 2010, Shaanxi Steel reimbursed Longmen Joint Venture for the value of assets dismantled, various site preparation costs incurred and rent under a 40-year land sub-lease that was entered into by the parties in June 2009 (the "Longmen Sub-lease"), and for the reduced production efficiency caused by the construction. Applying thelease accounting guidance, the Company has concluded that, except for the reimbursement for site preparation costs incurred, the amount of reimbursement should be deferred and recognized as a component of the land that was sub-leased during the construction, to be amortized to income over the remaining term of the 40-year sub-lease. Deferred lease income represents the remaining balance of compensation being deferred.  See Note 12–“Deferred lease income”.

(w)Non-controlling Interest

Non-controlling interest mainly consists of Long Steel Group’s 40% interest in Longmen Joint Venture, Baotou Iron and Steel Group’s 20% interest in Baotou Steel Pipe Joint Venture, an individuals’ 0.9% interest in Yangpu Shengtong Investment Co., Ltd. , two individuals’ 1.3% interest in Qiu Steel, an individual’s 1% interest in Maoming Hengda, and TME Group’s 40% interest in Tianwu Joint Venture. The non-controlling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.

(x)Earnings per share

The Company has adopted the accounting principles generally accepted accounting principles in the United States regarding earnings per share (“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 are 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.


Income taxes

(y)Treasury Stock

Treasury stock consists of shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury stock is accounted for under the cost method.

As of December 31, 2011, the Company had repurchased 1,090,978 total shares of its common stock under the share repurchase plan approved by the Board of Directors in December 2010.

(z)Income taxes

The Company accounts for income taxes in accordance with the accounting principles generally accepted accounting principles in the United States for income taxes. Under the asset and liability method as required by this accounting standard, the recognition of deferred 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 plus deferred taxes. The accounting principles generally accepted accounting principles in the United 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 tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.


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.


See report of independent registered public accounting firm.

65


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

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 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

Income tax returns for the year prior to 2009 are no longer subject to examination by tax authorities.

(aa)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,

(bb)Comprehensive income

In June 2011, the Company adopted generally accepted accounting principles in the United States regarding noncontrolling interest inrevised guidance issued by the consolidated financial statements. Certain provisionsFASB on the presentation of this statement are requiredcomprehensive income that requires an entity to be adopted retrospectively for all periods presented. Such provisions include a requirement thatpresent reclassification adjustments on the carrying value of noncontrolling interests (previously referred to as minority interests) be removed from the mezzanine sectionface of the balance sheet and reclassified as equity.


Further, as a result of adopting this accounting standard,financial statements from other comprehensive income to net income attributable to noncontrolling interests is now excluded fromand eliminates the determinationoption of consolidated net income. presenting the components of other comprehensive income as part of the statement of changes in stockholders’ equity.

(cc)Recently issued accounting pronouncements

In addition, the foreign currency translation adjustment is allocated between controlling and noncontrolling interests.


Recently issued accounting pronouncements

In June 2009,May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard amendingrevised guidance on the accounting“Amendments to Achieve Common Fair Value Measurement and disclosure requirements for transfersDisclosure Requirements in U.S. GAAP and IFRSs.” The revised guidance specifies how to measure fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs, not requiring additional fair value measurements and not intending to establish valuation standards or affect valuation practices outside 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 standardreporting. The revised guidance is effective for all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the 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 forduring 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 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.2011. 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 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. 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 qualitativeguidance 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 consolidated financial statements.statements

.

In January 2010,December 2011, the FASB issued ASU No. 2010-01- Accounting for Distributionsauthoritative guidance on disclosures about offsetting assets and liabilities. The update requires entities to Shareholders with Componentsdisclose information about offsetting and related arrangements of Stockfinancial instruments and Cash.derivative instruments. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (i) offset in this Update clarifyaccordance with current literature or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current literature. This guidance is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The Company does not anticipate that the stock portionadoption of this guidance will have a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitationmaterial impact on the total amountconsolidated financial statements.

In December 2011, the FASB issued a deferral of cash that all shareholders can electthe effective date for amendments to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposespresentation of applying Topics 505 and 260 (Equity and Earnings Per Share).reclassifications of items out of accumulated other comprehensive income. The amendments in this update defer those changes in the guidance that relate to the presentation of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. The amendments are effective forduring interim and annual periods ending on orbeginning 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 ending on or after December 31, 2009.2011. The Company does not expectanticipate that the adoption of this ASU toguidance will have a material impact on itsthe 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. 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 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

statements.

(dd)Reclassifications

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


See reportthe accompanying consolidated statements of independent registered public accounting firm.

69


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

operations and cash flows.

Note 3 – Accounts receivable and allowance for doubtful accounts


(including related parties), net

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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Accounts receivable $14,624  $18,796 
Less: allowance for doubtful accounts  (2,023)  (296)
Accounts receivable – related parties  20,593   4,160 
Net accounts receivable $33,194  $22,660 

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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $296  $490 
Charge to expense  1,972   174 
Less: write-off  (284)  (386)
Exchange rate effect  39   18 
Ending balance $2,023  $296 

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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Supplies $20,869  $13,733 
Raw materials  240,898   381,178 
Finished goods  35,962   58,725 
Total inventories $297,729  $453,636 

Raw materials consist primarily of iron ore and coke at Longmen Joint Venture, steel strip at Daqiuzhuang Metal and billet at Maoming.Venture. The cost of finished goods includes direct costs of raw materials as well as direct labor used in production. Indirect production costs at normal capacity such as utilities and indirect labor related to production such as assembling, shipping and handling costs for purchasing 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 ofFor the years ended December 31, 20092011 and 2008, management determined 2010,the carrying amount of inventory exceeded net realizable value; therefore, $0.7Company had written-off $37.5 million and $2.2$1.1 million had been written down andinventory cost, which was included in “Total cost of goods sold, respectively.


sold” in the consolidated statements of operations and other comprehensive income (loss).

Note 5 –5– Advances on inventory purchase


purchases

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, mostMost of the Company’s vendors require a certain amount of money to be deposited with them as a guarantee that the Company will complete its purchases on a timely basis.


This amount is refundable and bears no interest. The Company has legally binding contracts with its vendors, which requiredrequire the deposit to be returned to the Company or netted against accounts payable due to its vendors to the extent there are unpaid balances when the contract ends. The inventory is normally delivered within one month after the monies have been advanced. The total outstanding amount, including advances to related parties, was $31.4$83.8 million and $49.5$30.8 million as of December 31, 20092011 and December 31, 2008,2010, respectively.


See report of independent registered public accounting firm.

70


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Buildings and improvements $183,343  $116,294 
Machinery  626,978   502,958 
Machinery under capital lease  581,413   - 
Transportation and other equipment  18,132   13,253 
Construction in progress  8,203   65,749 
Subtotal  1,418,069   698,254 
Less: accumulated depreciation  (155,318)  (95,642)
Less: impairment of long-lived assets  (5,515)  - 
Total $1,257,236  $602,612 

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 constructed2011:

Construction in progress Value Completion
description (In thousands) date
Thousands tons gas tank piping transformation $629 March 2012
Sintering machine transformation  470 January 2012
Inventory warehouse  211 February 2012
Electricity dispatch center  158 June 2012
Steelmaking system transformation  96 June 2012
Project materials  5,759  
Others  880  
Total  $8,203  

The Group is obligated under a capital lease for new iron and steel making facilities, including one sintering machine, two converters, two blast furnaces and a sintering system.  All costs related tosome auxiliary systems that expire on April 30, 2031. The carrying value of assets acquired under the furnaces were capitalized ascapital lease consists of the following:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Machinery $581,413  $- 
Subtotal  581,413   - 
Less: accumulated depreciation  (18,411)  - 
Carrying value of leased assets $563,002  $- 

Long lived assets, including construction in progress are reviewed if events and amountedchanges in circumstances indicate that its carrying amount may not be recoverable, to $180.5determine whether their carrying value has become impaired.General Steel (China) leases facility to Tianjin Daqiuzhuang Steel Plates Co., Ltd. (“Lessee”) including approximately 776,078 square feet of workshops, land, equipment and other facilities. The term of the original lease is from January 1, 2010 to December 31, 2011 and the monthly base rental rate due to General Steel (China) is approximately $0.3 million (RMB 1.7 million). On July 28, 2011, General Steel (China) signed a supplemental agreement with the lessee to extend the lease for an additional five years to December 31, 2016. However, due to current steel market conditions, the lessee has informed the Company that they did not plan to lease the assets after the end of 2012 and will terminate the supplemental agreement early. There was no penalty for early termination of the lease. General Steel (China) currently does not have plans to lease the facility to another company and as such, a write-down in the carrying value of property, plant and equipment in relation to this event has been assessed and an impairment amount of $5.4 million (RMB 35.1 million) was in the selling, general and administrative expenses.

Due to significant downturn in steel prices in the fourth quarter of 2011and the associated negative impact on the Company’s gross profit and operating loss, the Company assessed the recoverability of all of its remaining long lived assets. Such assessment did not result in any other impairment charges for the year ended December 31, 2011.

The Company determined that the construction in progress in Maoming Hengda was impaired as of June 30, 2010. For the year ended December 31, 2008. The two blast furnaces2010, $1.7 million construction-in-progress has been written off and its facilities cost $248.4 million to constructincluded in selling, general and had been transferred to fixed assets as of December 31, 2009.


administrative expenses.

Depreciation including amounts in cost of sales,expenses for the years ended December 31, 2009, 20082011 and 20072010 amounted to $32.1 million, $21.5$56.4 million and $9.7$40.1 million, respectively


The Company has fixedrespectively. These amounts include depreciation of assets held under capital leases for the years ended December 31, 2011 and 2010, which amounted to be disposed amounting to $3.0$18.1 million and $0.6 million as of December 31, 2009 and December 31, 2008,$0, 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 7 – 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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Land use rights $29,685  $28,462 
Mining right  2,338   - 
Software  685   660 
Subtotal  32,708   29,122 
Less:        
Accumulated amortization – land use rights  (6,442)  (5,316)
Accumulated amortization – mining right  (822)  - 
Accumulated amortization – software  (301)  (134)
Subtotal  (7,565)  (5,450)
Intangible assets, net $25,143  $23,672 

The gross amount of the intangible assets amounted to $27.9$32.7 million and $27.8$29.1 million as of December 31, 20092011 and 2008,2010, respectively. The remaining weighted average amortization period is 35.9 years.


35.3 years as of December 31, 2011.

Total amortization expense for the years ended December 31, 2009, 20082011 and 2007,2010 amounted to $1 million, $0.9$1.1 million and $0.6$1.1 million, respectively.


Total depletion expense for the years ended December 31, 2011 and 2010 amounted to $0.8 million and $0, respectively.

The estimated aggregate amortization expenseand depletion expenses 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     

Years ended 

Estimated

amortization and depletion expenses

  

Gross carrying

amount

 
  (in thousands)  (in thousands) 
December 31, 2012 $1,922   23,221 
December 31, 2013  1,922   21,299 
December 31, 2014  1,922   19,377 
December 31, 2015  1,922   17,455 
December 31, 2016  1,922   15,533 
Thereafter  15,533   - 
Total $25,143     

Note 8 – Debt


Short-term notes payable


Short-term notes payable are lines of credit extended by the banks. The banksBanks in turn issue the Company a bankersbank acceptance note, which can be endorsed and assigned to vendors as payments for purchases. The notes payable are generally payable at a determinable period, generallywithin three to six months. 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 usually charge a transaction fee of 0.05% of the notes value. In addition, the banks usually require the Company to deposit either a certain amount of cash at the bank as a guarantee deposit, which is classified on the balance sheet as restricted cash.cash, or provide notes receivable as security, which are classified on the balance sheet as restricted notes receivable. Restricted cash as a guarantee for the notes payable amounted to $192.0$363.3 million and $130.7$167.7 million as of December 31, 20092011 and 2010, respectively. Restricted notes receivable as a guarantee for the notes payable amounted to $451.1 million and $159.3 million as of December 31, 2008,2011 and 2010, 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 had the following short-term notes payable:


  
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 

payable as of:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
General Steel (China): Notes payable to various banks in China, due June 2012. Restricted cash required of $7.9 million and $11.7 million as of December 31, 2011 and 2010, respectively; guaranteed by third parties. These notes payable were either repaid or renewed subsequently on the due dates. $7,934  $21,541 
Longmen Joint Venture: Notes payable to various banks in China, due various dates from January to June 2012. $355.4 million restricted cash and $451.1 million notes receivable are secured for notes payable as of December 31, 2011, and comparatively $150.7 restricted cash and $159.3 million notes receivable secured as of December 31, 2010, respectively; some notes are further guaranteed by third parties while others are secured by equipment and land use rights. These notes payable were either repaid or renewed subsequently on the due dates.  1,105,570   447,992 
Bao Tou: Notes payable to various banks in China, due in April 2011. Restricted cash required of $5.3 million as of December 31, 2010, guaranteed by third parties.  -   10,619  
Total short-term notes payable $1,113,504  $480,152 

Short-term loans


Short-term loans represent amounts due to various banks, other companies and individuals, andincluding related parties, normally due within one year. The principlesprincipal of the loans are due at maturity. However, the loansmaturity but can be renewed withat 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-termbank’s option. Accrued interest is due either monthly or quarterly.

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 reportfollowing as of:

Due to banks

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
General Steel (China): Loans from various banks in China, due various dates from January to December 2012. Weighted average interest rate was 7.5% per annum; some are guaranteed by third parties while others are secured by equipment and inventory. These loans were either repaid or renewed subsequently on the due dates. $43,149  $24,220 
Longmen Joint Venture: Loans from various banks in China, due various dates from January to December 2012. Weighted average interest rate was 8.3% per annum; some are guaranteed by third parties, restricted cash or notes receivables while others are secured by equipment, buildings, land use right and inventory. These loans were either repaid or renewed subsequently on the due dates.  209,234   260,978 
Tianwu: Loans from Industrial and Commercial Bank of China Limited, due date various from March to August 2012. Interest ratewas 5% additional to standard bank interest rate, andsecured by accounts receivables. These loans were either repaid or renewed subsequently on the due dates  1,571   - 
Total short-term loans - bank $253,954  $285,198 

As of independent registered public accounting firm.


74


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

2011 and December 31, 2010, the Companyhas not met its financial covenant stipulated by certain loan agreements related to the Company’s debt to asset ratio. Based on the financial covenant, the Company should keep its debt to asset ratio below 85%, however, as of December 31, 2011 and 2010, the Company's debt to asset ratio was 105.4% and 93.2%, respectively.

Furthermore, the Company is party to a loan agreement with a cross default clause whereby any breach of loan covenants will automatically result in default of the loan. The outstanding balances of the short term loans affected by the above breach of covenant and cross default as of December 31, 2011 and December 31, 2010 were $12.6 million and $12.1 million, respectively. According to the Company’s short term loan agreements, the banks have the rights to request for more collateral or additional guarantees if the breach of covenant is not remedied or request early repayment of the loan if the Company does not cure such breach within a certain period of time. As of the date of this report, the Company has not received any notice from the banks to request more collateral, additional guarantees or early repayment of the short term loans due to the breach of covenant.

Due to unrelated parties

  

December 31, 2011 

  

December 31, 2010 

 
  (in thousands)  (in thousands) 
Longmen Joint Venture: Loans from various unrelated companies and individuals, due various dates from January to June 2012, and weighted average interest rate was 6.2% per annum. These loans were either repaid or renewed subsequently on the due dates. $143,102  $75,380 
Longmen Joint Venture: Loans from financing sales.  97,583   37,947 
Maoming Hengda: Loans from one unrelated parties and one related party, due on demand, none interest bearing.  5,972   14,385 
Total short-term loans – others $246,657  $127,712 

The Company had various loans from unrelated companies and individuals. The balances amountedamounting to $110.4$246.7 million and $87.8$127.7 million as of December 31, 20092011 and December 31, 2008,2010, respectively. Of the $110.4$246.7 million, $19.3$6.0 million loans carry no interest, $97.6 million of financing sales are subject to interest rates ranging between 0.6% and 3.2%, and the remaining $91.1$143.1 million are subject to interest rates ranging from 5%3.4% to 12%9.0%. All short term loans from unrelated companies and individuals are duepayable on demand and unsecured.

As part of its working capital management, Longmen Joint Venture has entered into a number of sale and purchase back contracts ("contracts") with third party companies and Yuxin and Yuteng. According to the contracts, LongmenJoint Venture sells rebar to the third party companies at a certain price, and within the same month, Yuxin and Yuteng will purchase back the rebar from the third party companies at a price of 0.6% to 3.2% higher than the original selling price from LongmenJoint Venture. Based on the contract terms, LongmenJoint Venture is paid in advance for the rebar sold to the third party companies and Yuxin and Yuteng are given a credit period of several months to one year from the third party companies. There is no physical movement of the inventory during the sale and purchase back arrangement. The related parties’ loansmargin of 0.6% to 3.2% is determined by reference to the bank loan interest rates at the time when the contracts are discussedentered into, plus an estimated premium based on the financing sale amount, which represents the interest charged by the third party companies for financing LongmenJoint Venture through the above sale and purchase back arrangement. The revenue and cost of goods sold arising from the above transactions are eliminated and the incremental amounts paid by Yuxin and Yuteng to purchase back the goods are treated as financing costs in Note 16.


the consolidated financial statements.

Total interest expense, excluding capitalized interest,financing sales for the years ended December 31, 2009, 20082011 and 2007 on the debt listed above2010 amounted to $24.7 million, $12.3$998.9 million and $6.6$761.8 million, respectively, which are eliminated in the Company’s consolidated financial statements. The financial cost related to financing sales for the years ended December 31, 2011 and 2010, accounted to $10.7 million and $7.0 million, respectively.


Capitalized

Short term loans due to related parties

  

December 31, 2011 

  

December 31, 2010 

 
  (in thousands)  (in thousands) 
Longmen Joint Venture: Loans from Tianjin Hengying Trading Co., Ltd, due in April 2012, and
interest rate was 5.2% per annum. This loan was repaid subsequently on the due date.
 $15,710  $- 
Longmen Joint Venture: Loans from Shaanxi Steel, due July 2011, and interest rate was 5.6% per annum.  -   14,548 
Total short-term loans - related parties $15,710  $14,548 

Long-term loans due to related parties

  

December 31, 2011 

  

December 31, 2010 

 
  (in thousands)  (in thousands) 
Longmen Joint Venture: Loans from Shaanxi Steel Group, due various dates from July 2013 to
November 2015 and interest rates 5.6% - 5.9% per annum
 $92,035  $91,020 
Total long-term loans - related parties $92,035  $91,020 

As of December 31, 2011, the total assets used by the company as collateral were $20.3 million for the aforementioned debts.

Total interest expense, net of capitalized interest, amounted to $13.1 million, $10.6$114.9 million and $1.0$51.3 million for the years ended December 31, 2009, 20082011 and 2007,2010, respectively.


Note 9 – Customer deposits

Customer deposits represent amounts advanced by customers on product orders. The product normally is shipped within one month after receipt of

Capitalized interest amounted to $3.0 million and $2.1 million for the advance payment, and the related sale is recognized in accordance with the Company’s revenue recognition policy. As ofyears ended December 31, 20092011 and December 31, 2008, customer deposits amounted to $212.6 million and $148.3 million, including related parties deposits of $3.8 and $7.2 million,2010, respectively.


Note 109DepositDeposits due to sales representatives


Daqiuzhuang Metal and two of

Longmen Joint Venture’s subsidiaries, Yuxin Trading and Yuteng Trading,Venture entered into agreements with various entities to act as the Company’s exclusive sales agent in a specified geographic 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 toin a specified area and at 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 beenis terminated. The Company had $49.5$23.8 million and $8.1$52.1 million in deposits due to sales representatives, including deposits due to related parties, as of December 31, 20092011 and December 31, 2008,2010, 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 1110 – Convertible notes


On December 13, and derivative liabilities

The Company has 3,900,871 warrants outstanding in connection with the $40 million convertible notes issued in 2007 and 2,777,778 warrants outstanding in connection with a registered direct offering in 2009. The aforementioned warrants met the Company entered intodefinition of 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 specifiedderivative instrument in the Agreement, payable semi-annuallyaccounting standards and are recorded at their fair value on each reporting date. The change in cash or sharesthe value 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, subjectderivative liabilities is charged against or credited to customary anti-dilution adjustments. income each period.

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.

75


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

The 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 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 Warrants.

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 valuewarrants as 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 initiallyDecember 31, 2011 was 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 of $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.

   2007 Warrants 2009 Warrants 
Expected volatility  55% 50% 
Expected dividend yield  0% 0% 
Risk-free interest rate  0.17% 0.24% 
Expected lives  1.37 years 0.48 years 
Market price  $0.99 $0.99 
Strike price  $5.00 $5.00 

As of December 31, 2009, in accordance with generally accepted accounting principles of the United States, the fair value of2011 and 2010, 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$10.2 thousand and $5.6 million, $0.05 million and $0.03 million, respectively.

The Company has the following warrants outstanding:

 Outstanding as of December 31, 20096,678,649
   Granted-
   Forfeited-
   Exercised-
 Outstanding as of December 31, 20106,678,649
   Granted-
   Forfeited-
   Exercised-
Outstanding as of December 31, 20116,678,649

 Exercise Price  Quantity

 

 

Remaining Contractual Life

(Years)

Outstanding and exercisable warrants issued in 2007$5.00   3,900,871 1.37

Outstanding and exercisable warrants issued in 2009

 

$5.00   2,777,778 0.48

Note 12 –11 - Supplemental disclosure of cash flow information


Interest paid, net of capitalized, amounted to $14.5 million, $12.0$22.5 million and $8.4$20.9 million for the years ended December 31, 2009, 20082011 and 2007,2010, respectively.


Income

The Company paid income tax payments amounted to $3.0 million, $6.6$0.8 million and $0.2$1.8 million for the years ended December 31, 2009, 20082011 and 2007,2010, respectively.


Make whole Interest

For the year ended December 31, 2011, the Company recognized $0.3 million of $6.0non-operating income that has not been collected. The unpaid amount was included in the other receivables in the consolidated balance sheets.

For the years ended December 31, 2011 and 2010, the Company recognized $13.8 million hasand $35.6 million, respectively, of deferred lease income in related to other receivables – related parties that have not been collected.

The Company capitalized into construction in progress and subsequently transferred toall the fixed assets constructed by Shaanxi Steel for a price of $572.5 million through a 20 year capital lease starting from April 29, 2011 upon the inception of the Unified Management Agreement. See Note 13 – “Capital lease obligations”.

During the year ended December 31, 2011, the Company issued 974,571 shares of common stock for repayment of debt of $4.8 million.

On April 30, 2011, a share transfer agreement was signed with the Labor Union Trust of Shaanxi Long Steel Group, transferring Tongxing’s 20.7% share of Shaanxi Xinglong (“Xinglong”) Thermoelectric Co., Ltd to the Labor Union Trust of Shaanxi Long Steel Group for $11.3 million on April 30, 2011. This transaction resulted in a gain of $1.4 million, which is included in “Income from equity investments” in the consolidated statements of operations and other comprehensive income (loss). As of December 31, 2011, the unpaid amount of $11.4 million was included in the other receivable – related parties.

Note 12 - Deferred lease income

As explained in Note 2(v) - “Deferred lease income”, to compensate the Group for costs and economic losses incurred during construction of the new iron and steel making facilities owned by Shaanxi Steel, Shaanxi Steel reimbursed Longmen Joint Venture $11.0 million (RMB 70.1 million) in the fourth quarter of 2010 for the value of assets dismantled, $5.8 million (RMB 38.1 million) for various site preparation costs incurred by Longmen Joint Venture and rent under a 40-year property sub-lease that was entered into by the parties in June 2009 (the "Longmen Sub-lease"), and $28.7 million (RMB 183.1 million) for the reduced production efficiency caused by the construction. In addition, in 2010 and 2011, Shaanxi Steel reimbursed Longmen Joint Venture $14.1 million (RMB 89.5 million) and $14.0 million (RMB 89.3 million), respectively, for trial production costs related to the new equipment.

During the period from June 2010 to March 2011, as construction progressed and certain of the assets came online, Longmen Joint Venture used the assets free of charge to produce saleable units of steel products during this period. As such, the cost of using these assets and therefore the fair value of the free rent received was imputed with reference to what the depreciation charge would have been on these assets had they been owned or under capital lease to Longmen Joint Venture during the free use period. This cost of $6.9 million (RMB 43.9 million) each year were deferred and will be recognized over the term of the land sub-lease similar to the other charges and credits related to the construction of these assets.

The deferred lease income is amortized to income over the remaining term of the 40-year land sub-lease. For the years ended December 31, 2011 and 2010, the Company recognized lease income of $2.0 million and $0.9 million, respectively. As of December 31, 2011 and 2010, the balance of deferred lease income amounted to $78.5 million and $57.6 million, respectively, of which $2.1 million and $2.0 million represents balance to be amortized within one year.

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $57,591  $16,487 
Add: Reimbursement for dismantled assets  -   568 
Add: Reimbursement for loss of efficiency  -   20,676 
Add: Reimbursement for trial production cost  14,042   13,584 
Add: Deferred depreciation cost during free use period  6,904   6,656 
Less: Lease income realized  (2,008)  (943)
Exchange rate effect  1,995   563 
Ending balance  78,524   57,591 
Ending balance – current portion  (2,099)  (1,971)
Ending balance - noncurrent portion $76,425  $55,620 

Note 13 - Capital lease obligations

As explained in Note 1- “Background”, on April 29, 2011, the Company’s subsidiary, Longmen Joint Venture entered into a Unified Management Agreement with Shaanxi Steel and Shaanxi Coal under which Longmen Joint Venture uses new iron and steel making facilities including one sintering machine, two converters, two blast furnaces and other auxiliary systems constructed by Shaanxi Steel. As the 20-year term of the agreement exceeds 75% of the assets’ useful lives, this arrangement is accounted for as a capital lease. The ongoing lease payments are comprised of two elements: (1) a monthly payment based on Shaanxi Steel’s cost to construct the assets of $2.3 million (RMB14.6 million) to be paid over the term of the Unified Management Agreement of 20 years and (2) 40% of any remaining pre-tax profits from the Asset Pool which includes Longmen Joint Venture and the newly constructed iron and steel making facilities. The profit sharing component does not meet the definition of contingent rent because it is based on future revenue and is therefore considered part of the financing for the capital leased assets which is related to the Unified Management Agreement. For purposes of determining the value of the leased asset and obligation at the inception of the lease, the lease liability is then reduced by the value of the profit sharing component, which is recognized as a separate financial liability carried at fair value. See Note 14 – “Profit sharing liability”.

Presented below is a schedule of estimated minimum lease payments on the capital lease obligation as well as payments for the profit sharing liability for the next five years as of December 31, 2011:

(in thousands) Capital Lease Obligation
Minimum Lease Payments
  Capital Lease Obligation
Profit (Loss) Sharing
  Total 
             
Year ended December 31, 2012 $46,029  $-  $46,029 
Year ended December 31, 2013  27,617   -   27,617 
Year ended December 31, 2014  27,617   -   27,617 
Year ended December 31, 2015  27,617   -   27,617 
Year ended December 31, 2016  27,617   -   27,617 
Thereafter  395,845   854,157   1,250,002 
Total minimum lease payments  552,342   854,157   1,406,499 
Less: amounts representing interest  (245,992)  (550,924)  (796,916)
Ending balance $306,350  $303,233  $609,583 

Longmen Joint Venture does not expect to make payments on the profit sharing payment until year 2021 when Longmen Joint Venture will start to generating accumulated profit after recovering from theprevious years’ losses.

Interest expense for the years ended December 31, 2009.


Note 13 - Gain from debt extinguishment2011 on the capital lease obligations are $27.7 million and Government grant

Debt extinguishment

For$18.6 million on the year endedminimum lease payment and profit sharing liability, respectively.

As of December 31, 2009,2011 and 2010, 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, pursuantamount payable to which Guangzhou Hengda agreed to waive $7.3Shaanxi Steel was approximately $18.4 million (RMB 50.0 million)and $0, respectively, and was included in the current portion of debt that Maoming Hengda owes to Guangzhou Hengda. capital lease obligation.

Note 14 –Profit sharing liability

The Company determined that the subsequent debt settlement does not constitute a contingencyprofit sharing liability is recognized initially at its estimated fair value at the lease commencement date of purchase as definedand included in the accounting standard - business Combinationsinitial measurement and thus should not result in a reallocationrecognition of the purchase price.capital lease in addition to the fixed payment component of the minimum lease payments. Subsequently, this financial instrument is accounted for separately from the lease accounting (Note 13- “Capital lease obligations”). The waiverinitial fair value of the expected payments under the profit sharing component of the Unified Management Agreement is irrevocable.


Government grant

Due to an increasing emphasisamortized over the government putsterm of the agreement using the effective interest method. The value of the profit sharing liability will be reassessed each reporting period with any change in fair value accounted for on energy savings and pollution emission controls,a prospective basis.

Based on 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 furnacesperformance of the Asset Pool, no profit sharing payment was made for the year ended December 31, 2009.2011. Payments to Shaanxi Steel for the profit sharing are made based on net cumulative profits.

Note 15 – Other income (expense)

Gain on debt settlement

On June 16, 2011, the Company and Maoming Hengda entered into a Debt Repayment Agreement with Guangzhou Hengda Industrial Group Ltd. (“Guangzhou Hengda”), an unrelated party, and its sole shareholder Ms Ding Yumei whereby the Company issued 974,571 shares of its common stock (the “Shares”) to Ms Ding Yumei, the designee and sole shareholder of Guangzhou Hengda, to partially repay the outstanding balance due to Guangzhou Hengda by $4.8 million. The Company wrote offrecorded paid-in-capital based on the residual book valuemarket price of its common stock on the furnaces dismantleddate of debt settlement at $1.48 per share, totaling $0.9$1.4 million (RMB 5.8 million), and recorded other income ofa gain from debt settlement totaling $3.4 million for the year ended December 31, 2009.


2011, respectively, which was the difference between the amount of debt extinguished and the fair value of the Shares issued in the settlement.

Realized income from future contracts

On May 2011, the Company entered a forward contract with one unrelated party to minimize the economic impact of price fluctuations of steel rebar. The contract was not material and only represent less than 1% of the company’s anticipated rebar sales in 2011. The Company has not designated the derivative as a hedging instrument, and, as such, includes the realized gain or loss in other income (expense). For the year ended December 31, 2011, the Company realized $0.4 million gain on these contracts. There was no cash deposit held in the brokerage account and no trading financial assets and no open contracts held as of December 31, 2011. There are no required minimum investment amount and no specific contract period requirement on this future brokerage contract. The contract amount may be withdrawn at any time.

On May 2010, the Company entered a forward contract with one unrelated party to minimize the economic impact of price fluctuations of steel rebar. The contract was not material and only represent less than 1% of the Company’s anticipated rebar sales in 2010. The Company has not designated the derivative as a hedging instrument, and, as such, includes the realized gain or loss in other income (expense). For the year ended December 31, 2010, the Company realized $1.4 million gain on these contracts. There was no cash deposit held in the brokerage account and no trading financial assets and no open contacts held as of December 31, 2010. There are no required minimum investment amount and no specific contract period requirement on this future brokerage contract. The contract amount may be withdrawn at any time.

Lease income

The deferred lease income from the reimbursement from Shaanxi Steel for the net book value of the fixed assets that were demolished and for the inefficiency costs caused by the construction and loss incurred in the beginning stages of the system production is amortized to income over the remaining sub-lease term. For the years ended December 31, 2011 and 2010, the Company recognized deferred lease income of $2.0 million and $0.9 million, respectively.

Note 1416 – 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 operationoperations for the years ended December 31, 2009, 20082011 and 20072010 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 

(In thousands) December 31, 2011  December 31, 2010 
Current $175  $1,267 
Deferred  15,419   (10,049)
Total provision (benefit) for income taxes $15,594  $(8,782)

Under the Income Tax Laws of the PRC, the Company’s subsidiary, Daqiuzhuang Metal, is generallyGeneral Steel (China), Baotou Steel Pipe Joint Venture (located in Inner Mongolia province), Maoming Hengda (located in Guangdong province) and Tianwu Joint Venture (located in Tianjin Port Free Trade Zone) are subject to an income tax at an effectivea 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 is entitled to a 50% income tax reduction of the special income tax rate of 24%, which is a rate of 12% for the years ended December 31, 2007, 2008 and 2009.


See report of independent 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-westMid-West region of China. ItChina and as such, qualifies for the “Go-West” tax rebaterate of 15% tax rate promulgated by the government; therefore, incomegovernment. In 2010, the Chinese government announced that the “Go-West” tax is calculated atinitiative would be extended for 10 years, and thus, the preferential tax rate of 15%.


Baotou Steel Pipe will be in effect until 2020. This special tax treatment for Longmen Joint Venture is located in Inner Mongoliawill be evaluated on a year-to-year basis by the local tax bureau.

The estimated tax savings (costs) due to the preferential tax rate for the years ended December 31, 2011 and is subject to an income2010 are $0 and $(6.1) million, respectively. The net effect on earnings per share if the preferential tax at an effective rate of 25%.


Maoming is located in Guangdong provincehad not been applied would increase loss per share by $ 0 and is subject to an income tax at an effective rate of 25%.

$0.11 for the years ended December 31, 2011 and 2010, respectively.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended December 31, 2009, 20082011 and 20072010 are 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.

  December 31, 2011  December 31, 2010 
U.S. Statutory rates  34.0%  34.0%
Foreign income not recognized in the U.S.  (34.0)%  (34.0)%
China income taxes  25.0%  25.0%
Current year tax loss that were not recognized as deferred tax assets  (27.3)%  2.3%
Effect of deferred tax assets valuation allowance  (17.1)%  - 
Effect of different tax rate of subsidiaries operating in other jurisdictions  13.6%  (12.3)%
Total provision for income taxes  (5.8)%  15.0%

Deferred taxes assets – China

According to Chinese tax regulations, net operating losses can be carried forward to offset operating income for the next five years. The Company has cumulative undistributed earningsGroup’s losses carried forward of foreign subsidiaries$309.0 million will begin to expire in 2014. Originally, management believed the deferred tax asset is fully realizable.After the filing of the 2010 Form 10-K/A, management reevaluated the Company's future operating forecast based on the current steel market condition. The Chinese government recently announced several policies to curb the real estate price increases across the country which led to a slowdown in demand for construction steel products. Additionally due to the continued global economic slowdown and the overcapacity issues in China's steel market, management expected there would be a sustained increase in margin pressure in the next five years until all the existing but outdated steel capacity across the whole industry are eliminated. Management took into consideration this potential negative impact on average selling price and gross margin of its products, re-performed an operating forecast for the next five years and concluded that the beginning-of-the-year balance of deferred tax assets mainly relating to the net operating loss carry forward may not be fully realizable due to the reduction in the projection of income to be available in the next 5 years. Management therefore decided to provide 100% valuation allowance for the deferred tax assets at Longmen Joint Venture, which represent approximately $26.7 million99% of the total deferred tax assets of the Company as of December 31, 2009, and 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 repatriation2011. The valuation allowance as 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

2011 was $47.7 million.Management will review this valuation allowance periodically and make adjustments as warranted.

The movement of the deferred income tax assets arising from carried forward losses is as follows:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $15,301(A) $5,044(A)
(Tax assets realized) net operating losses carried forward
for subsidiaries subject to a 25% tax rate
  920   2,343 
Effective tax rate  25%  25%
Deferred tax asset  230(B)  586(B)
Net operating losses carried forward for Longmen Joint
Venture and subsidiaries subject to a 15% tax rate
  211,967   65,019 
Effective tax rate  15%  15%
Deferred tax asset  31,795(C)  9,753(C)
Less: Valuation allowance  (46,914)(D)  -(D)
Exchange difference  (245)(E)  (82)(E)
Total (A+B+C+D+E) $167  $15,301 

Movement of valuation allowance:

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $-  $- 
Current period addition  46,914   - 
Current period reversal  -   - 
Exchange difference  789   - 
Ending balance $47,703  $- 

Deferred taxes assets – U.S.

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, 20082011 and 2007, respectively.2010. The net operating loss carry forwards for United States income taxes amounted to $5.3$1.8 million, which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, through 2029.2031. 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 atas of December 31, 20092011 was $1.8$0.6 million. The net change in the valuation allowance for the year ended December 31, 2009 and December 31, 20082011 was an increase of $0.9 million and $0.6 million, respectively.$0.2 million. Management will review this valuation allowance periodically and make adjustments as warranted.


The Company has cumulative proportionate retained earnings from profitable subsidiaries of approximately $0.7 million as of December 31, 2011. 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.

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 (“VAT”) standard rate isrates are 13% to 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 As of December 31, 2011 and VAT on purchases amounted to $435.12010, the Company had $20.4 million and $409.8$37.3 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,in value added tax credit which are available to offset future VAT payables, respectively.

Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.government for VAT taxes are not impacted bycollection. VAT on sales and VAT on purchases amounted to $985.9 million and $934.2million, respectively, for the income tax holiday.


As ofyear ended December 31, 2009,2011, $519.0 million and $482.4 million, respectively, for the Company had prepaid VAT credits of $19.5 million which can be applied to offset with subsequent year’s VAT on sales.

year ended December 31, 2010. 

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 

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
VAT taxes payable $4,856  $3,921 
Income taxes payable  96   840 
Misc. taxes  6,422   1,476 
Totals $11,374  $6,237 

Note 1517EarningsLoss per share


The calculationcomputation of earningsloss 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

 (in thousands, except per share data)

  December 31, 2011  December31, 2010 
Loss attributable to holders of common stock $(177,187) $(30,006)
Basic and diluted weighted average number of common shares outstanding  54,750   53,113 
Loss per share        
Basic and diluted $(3.24) $(0.56)

The Company had warrants exercisable for 6,678,649 shares of independent registered public accounting firm.


81


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the Company’s common stock at December 31, 2009

2011 and 2010. For the years ended December 31, 20092011 and 2008, the Company incurred a net loss; therefore there is no dilutive effect for its earnings per share.

For the year ended December 31, 2007, the Company has 1,176,665 shares of mandatory redeemable shares which are excluded from the calculation of basic and diluted EPS pursuant to accounting standards. All2010, all outstanding warrants issued in connection with the redeemable shares were excluded from the diluted earnings per share calculation assince they are anti-dilutive.

Other than the aforementioned potentially dilutive securities, there were no other potentially dilutive securities outstanding for the years ended December 31, 2011 and 2010.

Note 1618 – Related party balancestransactions and balances

Related party transactions


a.Capital lease

As disclosed in Notes 1- “Background” and 13 – “Capital lease obligations”, Longmen Joint Venture entered into a capital lease arrangement on April 29, 2011, with Shaanxi Coal and Shaanxi Steel, which are related parties of the Group. The following is an analysis of the leased assets under the capital lease:

  Balance at December 31, 2011 
  (in thousands) 
Machinery $581,413 
Less: accumulated depreciation  (18,411)
Carrying value of leased assets $563,002 

b. On April 30, 2011, Tongxing completed its transfer of 20.7% share of Shaanxi Xinglong Thermoelectric Co., Ltd. to the Labor Union Trust of Shaanxi Long Steel Group. The transfer price of $11.3 million (RMB 72.9 million) was considered to be at fair value based on management assessment. As of April 30, 2011, our investment in Xinglong is approximately $9.9 million and this transaction resulted in a gain of $1.4 million, which is included in “Income from equity investments” in the consolidated statements of operations and other comprehensive income (loss).

c. On March 31, 2010, General Steel (China), entered into a lease agreement with Tianjin Daqiuzhuang Steel Plates Co., Ltd. (the “Lessee”), whereby General Steel (China) leases its facility located at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City to the Lessee (the “Lease Agreement”). The Lease Agreement provides approximately 776,078 square feet of workshops, land, equipments and other facilities to the Lessee and allows the Company to reduce overhead costs while providing a recurring monthly income stream resulting from payments due under the lease. The term of the Lease Agreement is from January 1, 2010 to December 31, 2011 and the monthly base rental rate due to General Steel (China) was approximately $0.2 million (RMB1.7 million).On July 28, 2011, General Steel (China) (lessor) signed a supplemental agreement with the lessee to extend the lease for an additional five years to December 31, 2016. However, due to current steel market conditions, the lessee has informed the Company that they do not intend to extend the lease at the end of 2012 and plans to terminate the supplemental agreement early. There is no penalty for early termination.

For the years ended December 31, 2011 and 2010, General Steel (China) realized rental income in each period of $3.1 million which has been included in “other non-operating income (expense), net” in the consolidated statements of operations and other comprehensive income (loss).

.

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Original cost of fixed assets leased $33,903  $33,385 
Less: Accumulated depreciation  (17,813)  (15,286)
Less : Impairment of long-lived assets  (5,515)  - 
Fixed assets leased, net $10,575  $18,099 

The future rental payments to be received associated with the Lease Agreement entered into on March 31, 2010 and the supplemental agreement entered into on July 28, 2011 and ending on December 31, 2012, are as follows:

As at December 31,  Amount 
   (in thousands) 
 2012  $3,115 
 Thereafter   - 
 Total  $3,115 

d. The following chart summarized sales to related parties for the years ended December 31, 2011 and 2010.

Name of related parties Relationship 

December 31, 2011

  

December 31, 2010

 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $337,359  $344,556 
Tianjin Hengying Trading Co., Ltd Partially owned by CEO* through indirect shareholding  94,984     47,268 
Tianjin Dazhan Industry Co, Ltd Partially owned by CEO through indirect shareholding  76,130   43,778 
Sichuan Yutai Trading Co., Ltd Significant influence by Long Steel Group**  187,689   - 
Shaanxi Yuchang Trading Co., Ltd Significant influence by Long Steel Group  160,422   - 
Shaanxi Haiyan Trade Co.,Ltd Significant influence by Long Steel Group  58,299   38,545 
Shaanxi Shenganda Trading Co., Ltd Significant influence by Long Steel Group  37,432   - 
Tianjin General Qiugang Pipe Co., Ltd Partially owned by CEO through indirect shareholding  20,014   - 
Shaanxi Steel Majority shareholder of Long Steel Group  19,735   1,152 
Beijing Daishang Trading Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  -   5,503 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  -   8,385 
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd Subsidiary of Long Steel Group  69,872   - 
Shaanxi Junlong Rolling Co., Ltd Investee of Long Steel Group  48,991   - 
Others Entities either owned or have significant influence by our affiliates or management  842   183 
Total   $1,111,769  $489,370 

*The CEO is referred to herein as the chief executive officer of General Steel Holdings, Inc. 

**Long Steel Group has the ability to significantly influence the operating and financial decisions of the entity through equity ownership either directly or through key employees, commercial contractual terms, or the ability to assign management personnel.

e. The following charts summarize purchases from related parties for the years ended December 31, 2011 and 2010.

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $913,850   553,752 
Hancheng Jinma Coking Co., Ltd Investee of Longmen Joint Venture’s subsidiary (unconsolidated)  4,772   8,489 
Hancheng Haiyan Coking Co., Ltd Noncontrolling shareholder of Long Steel Group  391,065   234,479 
Xi’an Pinghe Metallurgical Raw
Material Co., Ltd
 Noncontrolling shareholder of Long Steel Group  37,890   - 
Shaanxi Long Steel Group Baoji
Steel Rolling Co., Ltd
 Subsidiary of Long Steel Group  19,076   - 
Shaanxi Junlong Rolling Co., Ltd Investee of Long Steel Group  19,110   - 
Shaanxi Huafu New Energy Co., Ltd Significant influence by the Long Steel Group  34,810   - 
Beijing Daishang Trading Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  6,509   1,984 
Others Entities either owned or have significant influence by our affiliates or management  1,471   1,019 
Total Related Party Purchases   $1,428,553  $799,723 

Related party balances

a.Accounts receivables – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $9,187  $3,023 
Shaanxi Long Steel Group Baoji
Steel Rolling Co., Ltd
 Subsidiary of Long Steel Group  3,141     
Hancheng Haiyan Coking Co., Ltd Noncontrolling shareholder of Long Steel Group  303   - 
Tianjin Daqiuzhuang Steel Plates Partially owned by CEO through indirect shareholding  755   - 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO through indirect shareholding  -   1,054 
Shaanxi Steel Majority shareholder of Long Steel Group  7,207   83 
Total   $20,593  $4,160 

b.Other receivables – related parties:

Other receivables - related parties are those nontrade receivables arising from transactions between the Company and its related parties, such as advances or payments on behalf of these related parties.

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $15,244  $993 
Shaanxi Steel Majority shareholder of Long Steel Group  66,869   - 
Maoming Shengze Trading Co., Ltd Partially owned by CEO through indirect shareholding  937   8,095 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  -   1,078 
Shaanxi Huafu New Energy Co., Ltd Significant influence by Long Steel Group  2,441     
Teamlink Investment Co., Ltd Owned by CEO through indirect shareholding  2,000   - 
Tianjin Dazhan Industry Co, Ltd Partially owned by CEO through indirect shareholding  -   455 
Others Entities either owned or have significant influence by our affiliates or management  188   317 
Total   $87,679  $10,938 

c.Advances on inventory purchase – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $1,028  $- 
Tianjin General Qiugang Pipe Co., Ltd Partially owned by CEO through indirect shareholding  15,678   6,187 
Maoming Shengze Trading Co., Ltd Partially owned by CEO through indirect shareholding  3,538   - 
Total   $20,244  $6,187 

d.Accounts payable - related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd Noncontrolling shareholder of Longmen Joint Venture $46,487  $25,708 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  11,231   28,329 
Tianjin Dazhan Industry Co., Ltd Partially owned by CEO through indirect shareholding  25,511   2,764 
Xi’an Pinghe Metallurgical Raw Material Co., Ltd Noncontrolling shareholder of Long Steel Group  12,800   - 
Tianjin Hengying Trading Co., Ltd Partially owned by CEO through indirect shareholding  14,856   17,264 
Henan Xinmi Kanghua Fire Refractory Co., Ltd Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  1,185   880 
Hancheng Jinma Coking Co., Ltd Investee of Longmen Joint Venture’s subsidiary (unconsolidated)  -   1,579 
Beijing Daishang Trading Co., Ltd Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  1,600   1,101 
Maoming Shengze Trading Co., Ltd Partially owned by CEO through indirect shareholding  -   1,954 
Tianjin General Qiugang Pipe Co., Ltd Partially owned by CEO through indirect shareholding  8,034   - 
Others Entities either owned or have significant influence by our affiliates or management  124   115 
Total Accounts Payable – Related Parties   $121,828  $79,694 

e.Short-term loans - related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Shaanxi Steel Majority shareholder of Long Steel Group $-  $14,548 
Tianjin Hengying Trading Co., Ltd Partially owned by CEO through indirect shareholding  15,710   - 
Total   $15,710  $14,548 

f.Other payables – related parties:

Other payables – related parties are those nontrade payables arising from transactions between the Company and its related parties, such as advances or payments from these related parties on behalf of the Group.

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Tianjin Hengying Trading Co, Ltd Partially owned by CEO through indirect shareholding $-  $10,168 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  20,001   - 
Wendlar Investment & Management Group Co., Ltd Common control under CEO  241   - 
Yangpu Capital Automobile Partially owned by CEO through indirect shareholding  1,398   1,350 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  5,771   - 
Tianjin General Qiugang Pipe Co., Ltd Partially owned by CEO through indirect shareholding  -   4,547 
Tianjin Hengying Trading Co., Ltd Partially owned by CEO through indirect shareholding  1,040   - 
Wenchun Han Director of General Steel (China)  -   2,124 
Others Entities either owned or have significant influence by our affiliates or management  422   25 
Total   $28,873  $18,214 

g.Customer deposits – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd Noncontrolling shareholder of Long Steel Group $-  $5,081 
Shaanxi Yuchang Trading Co., Ltd Significant influence by Long Steel Group  24,256   - 
Sichuan Yutai Trading Co., Ltd Significant influence by Long Steel Group  5,972   - 
Tianjin Hengying Trading Co, Ltd Partially owned by CEO through indirect shareholding  1,506   - 
Tianjin General Qiugang Pipe Co., Ltd
 Partially owned by CEO through indirect shareholding  9,102   - 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  4,755   48,161 
Beijing Shenhua Xinyuan Metal
Materials Co., Ltd
 Partially owned by CEO through indirect shareholding  1,345   1,299 
Shaanxi Haiyan Trade Co.,Ltd Significant influence by Long Steel Group  6,822   - 
Shaanxi Junlong Rolling Co., Ltd Investee of Long Steel Group  1,540   - 
Tianjin Dazhan Industry Co., Ltd
 Partially owned by CEO through indirect shareholding  11,178   - 
Shaanxi Shenganda Trading Co., Ltd Significant influence by Long Steel Group  1,750   - 
Others Entities either owned or have significant influence by our affiliates or management  51   381 
Total   $68,277  $54,922 

h.Deposits due to sales representatives – related parties

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd Noncontrolling shareholder of Long Steel Group $471  $455 
Shaanxi Junlong Rolling Co., Ltd Investee of Long Steel Group  472   - 
Total   $943  $455 

i.Long-term loans – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Shaanxi Steel Majority shareholder of Long Steel Group $92,035  $91,020 
Total   $92,035  $91,020 

The Company subleased a portionalso provided guarantee on related parties’ bank loans amounting to $56.6 million and $3.0 million as of its land use rights to Tianjin Jing QiuDecember 31, 2011 and as of December 31, 2010, respectively.

 j.Deferred lease income

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $57,591  $16,487 
Add: Reimbursement for dismantled assets  -   568 
Add: Reimbursement for loss of efficiency  -   20,676 
Add: Reimbursement for trial production costs  14,042   13,584 
Add: Deferred depreciation cost during free use period  6,904   6,656 
Less: Lease income realized  (2,008)  (943)
Exchange rate effect  1,995   563 
Ending balance  78,524   57,591 
Ending balance – current portion  (2,099)  (1,971)
Ending balance – noncurrent portion $76,425  $55,620 

For the years ended December 31, 2011 and 2010, the Company realized deferred lease income from Shaanxi Steel, Market Company, a related party, amounting $2.0 million and $0.9 million, respectively.

Note 19 - Equity

Preferred Stock

On May 18, 2007, the Company entered into a Purchase Agreement with Victory New Holdings Limited (“Victory New”), a British Virgin Islands registered company under common control. Thethe control of the Company’s Chairman, CEO and majormajority shareholder, Zuosheng Yu (aka Henry Yu), is the chairman and the largest shareholder of Jing Qiuto acquire Victory New’s 30% interest inGeneral Steel Market Company. The lease term is one year and is renewed annually. The income generated from the rental amounted to the following for the year-ended:


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

Tianjin Dazhan Industry Co., Ltd. (“Dazhan”(China) 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 the Company to make purchases and sales for the Company.  The purchase and sales from the aforementioned related parties amounted to the following for the year-ended:

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 balances are usually in cash. The following charts summarize the related party transactions as of December 31, 2009 and 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.

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GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

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.

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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.

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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 dateissue to Victory New an aggregate 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 through3,092,899 shares of its subsidiary, Longmen Joint Venture, completed its acquisition ofSeries A Preferred Stock with 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$8,374,000, and these shares of December 31 2008.  Pursuant to generally accepted accounting principlesSeries A Preferred Stock carry a voting power of 30% 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 lawscombined voting power of the PRC. It is located in Maoming city, Guangdong province in China. It producesCompany’s common 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 payablepreferred stock while outstanding. The holders of preferred stock are entitled to former shareholders forreceive noncumulative dividends, when and if declared by the above acquisitions amount to $16.4 millionboard of directors.  Dividends are not mandatory and $18.8 million as of December 31, 2009 and December 31, 2008, respectively.

Note 18 - Equity

2008shall not accrue. Preferred shares are non-redeemable.

2010 Equity Transactions


Stock issuance for compensation and services

On February 5, 2008, the

The Company issuedgranted senior management and directors 76,600733,300 shares of common stock as compensation in 2010. The shares were valued at the quoted market price on the grant date. The Company recorded compensation expense of $2.2 million for the year ended December 31, 2010.

On June 7, 2010, the Company issued 928,163 shares of common stock to one of Maoming Hengda’s creditors to settle certain short-term loans.

On August 4, 2010, $3.5 million of the Notes were converted to 1,208,791 shares of common stock. According to the Notes agreement, the Company incurred make-whole amount of $0.7 million and accrued interest expense of $0.2 million settled in shares on conversion and 350,885 shares of common stock were issued.

On December 21, 2010, the Company’s Board of Directors authorized to repurchase up to an aggregate of 1,000,000 shares of the Company’s common stock as part of a share repurchase program (the “Share Repurchase Program”).  The Share Repurchase Program does not have an expiration date and these repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws. As of December 31, 2010, the Company has repurchased 316,760 shares for a total cost of $0.9 million.

2011 Equity Transactions

On March 31, 2011, the Company granted senior management and directors 240,734 shares of common stock at $7.16$2.40 per share, as compensation. The shares were valued at the quoted market price on the date granted.grant date. The Company recorded compensation expense of $0.5 million$0.6 million.

On June 1, 2011, the Company announced an increase of additional 1,000,000 shares of common stock may be purchased under the Share Repurchase Program launched in December 2010, bringing the total authorized shares of its common stock available for purchase to 2,000,000. During the year ended December 31, 2008.


On April 14, 2008,2011, the Company Mr., Zuosheng Yu, (CEOhas repurchased 774,218 shares with $1.9 million pursuant to the Share Repurchase Program. The Company had a total of the Company) and Mr. Zhang Dan Li (member1,090,978 shares of the Boardtreasury stock as of Directors ofDecember 31, 2011.

On June 16, 2011, the Company and of Long Men Joint Venture)Maoming Hengda entered into a compensation agreement in which Mr. ZuoSheng Yu agreedDebt Repayment Agreement with Guangzhou Hengda and its sole shareholder Ms Ding Yumei whereby the Company issued 974,571 shares of its common stock to transfer 600,000 sharesMs Ding Yumei, the designee and sole shareholder of Guangzhou Hengda, to Mr. Zhang Dan Li in exchange for 15 yearsrepay loan balance of service in the Company. Pursuant$4.8 million due 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.


Guangzhou Hengda.

On April 15, 2008,June 28, 2011, the Company granted senior management and directors 87,400191,150 shares of common stock at $6.66$1.44 per share, as compensation. The shares were valued at the quoted market price on the date granted.grant date. The Company recorded compensation expense of $0.6 million for the year ended December 31, 2008.


$0.3 million.

On July 3, 2008,September 26, 2011, the Company granted senior management and directors 90,254189,650 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 July 2008, 541,299 shares of common stock were issued upon conversion of notes with 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$1.18 per share, as compensation. The shares were valued at the quoted market price on the date granted.grant date. The Company recorded compensation expense of $0.2 million.

On April 7, 2009,December 28, 2011, the Company granted senior management and directors 106,750166,150 shares of common stock at $2.77$1.04 per share, as compensation. The shares were valued at the quoted market price on the date granted.grant date. The Company recorded compensation expense of $0.3$0.2 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

Note 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 warrants was $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 certain 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 Cox-Ross-Rubinstein binomial model using 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 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 the warrants.  The value of the warrants was based on the Company’s common stock price on the date the 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 19 – Retirement plan

Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all employees. All Joint Venturethe employees of the Company’s entities in China 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 isCompany’s entities in China are required to contribute based on the higher of 20% of the employees’ monthly base salary.salary or 12% of the minimum social average salary of the city where the facilities are located. Employees are required to contribute 8% of their base salary to the plan. The minimum social average salary is announced by the local Social Security bureau and updated annually. Total pension expense incurred by the Company amounted to $3.8 million, $3.0$7.0 million and $1.6$5.1 million for the years ended December 31, 2009, 20082011 and 2007,2010, 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 2021 – Statutory reserves


The laws and regulations of the People’s Republic of China require that before anaforeign-invested enterprise distributes profits to its partners,shareholders, it must first satisfy all tax liabilities, provideprovision for losses in previous years, and make allocations, in proportions determined at the discretion of the board of directors, to the statutory reserves. The statutory reserves include the surplus reserve funds and the enterprise 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. 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.


For the years ended December 31, 2011 and 2010, the Company made contributions of $0.1 million and $0 to these reserves, respectively.

Special reserve

The Company is required by the PRC government to reserve safety and maintenance expense to the cost of production based on the actual quantity of mineral exploited.  The amount of reserves is determined within the unit price range provided by Ministry of Finance of PRC.For the years ended December 31, 2011 and 2010, The Company made contributions of $ 82.0 thousand and $40.0 thousand to these reserves, respectively

Note 2122 – Commitment and contingencies


Rental 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 Venture has a 5 yearsyear rental agreement with Bao Gang Jian An forJianan to rent two buildings. The agreement began in June 2007 for $0.3 million (or RMB1.8 million) per year.


As of December 31, 2009,2011, total future minimum lease payments for the unpaid portion under anthis operating lease were as follows:


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.

90


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

Year ended, Amount 
  (in thousands) 
December 31, 2012 $141 
Total $141 

Total rental expense amounted to $0.3 million $0.3 million and $0.2$0.4 million for the years ended December 31, 2009, 20082011 and 2007,2010, respectively.


Hancheng Tongxing Metallurgy Co., Ltd., one subsidiary of

Longmen Joint Venture is obligatedhas $1.8 million contractual obligations related 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 millionconstruction projects as of December 31 2009.


Long Men2011.

Purchase Commitments

Longmen Joint Venture has a $14.6signed an annual purchase agreement with its vendor to supply iron ore to be delivered based on the production demand. From October 2012 to October 2013, the minimum purchase commitment is 3 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 subsidiary, Longmen Joint Venture’s production plant. The Company makes payments for the cost via scheduled payments after the TRT was put into use in April 2009. The future payment schedule associated with the arrangement is as follow:

Year ended December 31,
 Amount 
  (in thousands) 
2010 $3,315 
2011  1,658 
Thereafter  - 
Total $4,973 

tons.

Contingencies


As of December 31, 2009 the Company guaranteed bank loans for2011, Longmen Joint Venture provided guarantees to related partiesparties’ and third partiesparties’ bank loans, including linelines of credit and others, amounting to $192.4$253.5 million.


Longmen Joint Venture had $186.5 million guarantees as

Nature of guarantee 

Guarantee
amount

 Guaranty Due Date
  (In thousands)  
Line of credit $202,675 Various fromFebruary2012 to March 2015
Bank loans  36,447 Various from January 2012 to March 2014
Confirming storage  12,018 Various from March 2012 to May 2012
Financing by the rights of goods delivery in future 2,357 

 March 2012

Total $253,497  

Name of parties being guaranteed Guarantee amount  Guaranty Due Date
(In thousands) (In thousands)   
Shaanxi Daxigou Mining Co., Ltd. $39,275  January 2012
Hancheng Haiyan Coking Co., Ltd  17,281  July 2012, extended to March 2013
Long Steel Group Fuping Rolling Steel Co., Ltd  6,284  Various from February to July 2012, partial guarantee amount extended to March 2013
Yichang Zhongyi Industrial Co., Ltd  42,574  Various from February 2012 to April 2013, partial guarantee amount extended to May 2013
Jingmen Desheng Metal Co., Ltd  51,089  Various from June 2012 to August 2013
Chengdu Yusheng Steel Trading Co., Ltd  3,692  Various from January to April 2012
Xi’an Kaiyuan Steel Co., Ltd  1,257  Various from May to September 2012
Shaanxi Hongan Material Co., Ltd.  8,955  Various from January to October 2012, partial guarantee amounts extended to October and December 2013
Shaanxi Anlin Material Co., Ltd.  2,357  March 2012
Shaanxi Mengxing Trading Co., Ltd.  8,326  Various from March to May 2012
Chongqing Qiaorui Technology Trading Co., Ltd  2,969  Various from November to December 2012
Xi’an Zexin Material Co., Ltd.  4,713  January 2012
Chengdu Zhongyi Steel Co., Ltd.  1,885  April 2012, extended to December 2013
Shaanxi Huatai Huineng Group, Ltd.  23,565  March 2012
Hancheng Sanli Furnace Burden Co., Ltd.  15,710  March 2015
Shaanxi Heimao Coking Co., Ltd  23,565  July 2012
Total $253,497   

As of December 31, 2009.


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  

Maoming had $5.9 million2011, the Company did not accrue any liability for the amounts the Group has guaranteed for third and related parties because those parties are current in guarantees as of December 31, 2009.

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

See report of independent registered public accounting firm.

91


GENERAL STEEL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2009

their payment obligations and the Company has not experienced any losses from providing guarantees. The Company has evaluated the guaranteedebt guarantees and concluded that the likelihood of having to make payments under the guaranteeguarantees is remote.

remote and that the fair value of the stand-ready obligation under these commitments is not material.

Note 2223 – Segments


The Company sells steel which is used by customers in various industries. 

The Company’s chief operating decision-makers (i.e. chief executive officerdecision maker evaluates performance and his direct reports) review financial information presenteddetermines resource allocations based on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposesnumber of allocating resourcesfactors, the primary measure being income from operations of the Group’s four regional divisions in the PRC: Longmen Joint Venture in Shaanxi province, Maoming Hengda in Guangdong province, Baotou Steel Pipe Joint Venture in Inner Mongolia province and evaluatingGeneral Steel (China) & Tianwu Joint Venture in Tianjin City.

The Group operates in one business segment that includes four different divisions. These reportable divisions are consistent with the way the company manages its business, each division operates under separate management groups and produces discrete financial performance. There are no segment managers who are held accountable forinformation. The accounting principles applied at the operating division level in determining income from operations operating results and plans for levels or components belowis generally the same as those applied at the consolidated unitfinancial statement level.  Based on qualitative

The following represents results of division operations for years ended December 31, 2011 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 

2010:

(In thousands) 

For the year ended December 31,

 
Sales:  2011   2010 
Longmen Joint Venture $3,496,551  $1,846,080 
Maoming Hengda  9,946   10,011 
Baotou Steel Pipe Joint Venture  8,036   12,315 
General Steel (China) & Tianwu Joint Venture  267,543   68,918 
Total sales  3,782,076   1,937,324 
Interdivision sales  (218,180)  (55,184)
Consolidated sales $3,563,896  $1,882,140 
         
Gross profit:  2011   2010 
Longmen Joint Venture $(86,308) $32,751 
Maoming Hengda  (392)  (2,726)
Baotou Steel  491   562 
General Steel (China) & Tianwu Joint Venture  (3,845)  2,589 
Total gross profit  (90,054)  33,176 
Interdivision gross profit  1,840   (1,761)
Consolidated gross profit $(88,214) $31,415 
         
Income (loss) from operations:  2011   2010 
Longmen Joint Venture $(161,057) $(8,073)
Maoming Hengda  (2,568)  (5,782)
Baotou Steel  (2,516)  (862)
General Steel (China) & Tianwu Joint Venture  (10,902)  1,133 
Total loss from operations  (177,043)  (13,584)
Interdivision income (loss) from operations  1,840   (1,762)
Reconciling item (1)  (4,838)  (5,816)
Consolidated loss from operations $(180,041) $(21,162)
         
Net income (loss) attributable to General Steel Holdings, Inc.:  2011   2010 
Longmen Joint Venture $(161,897) $(32,668)
Maoming Hengda  3,763   (5,450)
Baotou Steel  (1,861)  (744)
General Steel (China) & Tianwu Joint Venture  (17,120)  (330)
Total net loss attributable to General Steel Holdings, Inc.  (177,115)  (39,192)
Interdivision net loss  (1,501)  (1,762)
Reconciling item (1)  1,429   10,948 
Consolidated net loss attributable to General Steel Holdings, Inc. $(177,187) $(30,006)
         
Depreciation and amortization:  2011   2010 
Longmen Joint Venture $54, 755  $34,131 
Maoming Hengda  205   3,411 
Baotou Steel  246   281 
General Steel (China) & Tianwu Joint Venture  3,125   3,330 
Consolidated depreciation and amortization $58,331  $41,153 
         
Finance/interest expenses:  2011   2010 
Longmen Joint Venture $104,372  $49,180 
Maoming Hengda  262   109 
Baotou Steel  (10)  14 
General Steel (China) & Tianwu Joint Venture  6,655   1,955 
Interdivision interest expenses  (709)  - 
Reconciling item (1)  4,379   25 
Consolidated interest expenses $114,949  $51,283 

         
Capital expenditures:  2011   2010 
Longmen Joint Venture $108,885  $80,718 
Maoming Hengda  1,978   8,735 
Baotou Steel  32   44 
General Steel (China) & Tianwu Joint Venture  44   419 
Consolidated capital expenditures $110,939  $89,916 

Total Assets as of December 31, 2011 and 2010 December 31, 2011  December 31, 2010 
Longmen Joint Venture $2, 937,271   $1,694,895 
Maoming Hengda  48,350   47,839 
Baotou Steel Pipe Joint Venture  8,093   31,852 
General Steel (China) & Tianwu Joint Venture  146,150   194,966 
Interdivision assets  (88,326)  (173,076)
Reconciling item (2)  2,583   2,904 
Total Assets $3,054,121  $1,799,380 

(1)Reconciling item represents the unallocated income or expenses of the Company, arising from General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd and Qiu Steel for years ended December 31, 2011 and 2010.

(2)Reconciling item represents assets held at General Steel Holdings, Inc., General Steel Investment Co., Ltd, Yangpu Shengtong Investment Co., Ltd and Qiu Steel as of December 31, 2011 and 2010.

Note 2324 – Subsequent Event


events

On March 1, 2012, the Company sold its 22.76% equity interest of Tongxing for approximately $9.2 million to a related party. In connection with this transaction, the Company will receive the land use rights at fair market value for approximately $9.5 million and payable in cash of approximately $0.3 million. The Company expects to finalize the lease of Daqiuzhuang facility and operation by the facility’s current general manager.  Changing the business modelresult of this facility fromtransaction has no material impact on the Company’s sales and operating income.

On March 26, 2012, the Company granted senior management and directors 165,400 shares of common stock at $0.75 per share, as compensation. The shares were valued at the quoted market price on the grant date.

On March 27, 2012, in order to maximize our shareholder value, the Company announced a direct operations modelnew share repurchase program, which allows the Company to a leased operations model will allow usrepurchase up to reduce overhead costsan aggregate of 2,000,000 shares of its common stock and provide a steady revenue streambrings the total of authorized shares of our common stock available for repurchase to 4,000,000 shares. From April 3, 2012 through September 30, 2012, the Company repurchased an additional 1,381,328 shares at an average price of $1.02 per share. As of the date of this report, the Company has repurchased 2,472,306 shares in total at an average price of $1.70 per share.

On June 28, 2012, the Company granted senior management and directors 165,400 shares of common stock at $0.80 per share, as compensation. The shares were valued at the quoted market price on the grant date.

On September 27, 2012, the Company granted senior management and directors 167,900 shares of common stock at $1.29 per share, as compensation. The shares were valued at the quoted market price on the grant date.

On December 28, 2012, the Company granted senior management and directors 169,150 shares of common stock at $1.00 per share, as compensation. The shares were valued at the quoted market price on the grant date.

GENERAL STEEL HOLDINGS, INC.
SCHEDULE 1 - CONDENSED PARENT COMPANY BALANCE SHEETS
AS OF DECEMBER 31, 2011 AND 2010
(In thousands)

ASSETS      
  2011  2010 
CURRENT ASSETS:        
Cash $48  $47 
Restricted cash  4   1,130 
Other receivables  1   3 
Prepaid expense  60   205 
TOTAL CURRENT ASSETS  113   1,385 
         
OTHER ASSETS:        
Intercompany receivable  85,106   84,941 
TOTAL OTHER ASSETS  85,106   84,941 
         
TOTAL ASSETS $85,219  $86,326 
         
LIABILITIES AND EQUITY        
         
CURRENT LIABILITIES:        
Other payables and accrued liabilities $7  $8 
TOTAL CURRENT LIABILITIES  7   8 
         
OTHER LIABILITIES:        
Loss in excess of investment in subsidiaries  192,493   11,192 
TOTAL OTHER LIABILITIES  192,493   11,192 
         
DERIVATIVE LIABILITIES  10   5,573 
         
TOTAL LIABILITIES  192,510   16,773 
         
COMMITMENT 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, 2011 and 2010  3   3 
Common stock, $0.001 par value, 200,000,000 shares authorized, 56,601,988        
and 54,678,083 shares issued, 55,511,010 and 54,522,973 shares outstanding        
as of December 31, 2011 and 2010, respectively  56   55 
Treasury stock, at cost, 1,090,978 and 316,760 shares as of  (2,795)  (871)
December 31, 2011 and 2010, respectively        
Paid-in-capital  107,940   104,970 
Statutory reserves  6,388   6,202 
Accumulated deficits  (229,083)  (51,793)
Accumulated other comprehensive income  10,200   10,987 
TOTAL SHAREHOLDER'S EQUITY (DEFICIENCY)  (107,291)  69,553 
         
TOTAL LIABILITIES AND EQUITY $85,219  $86,326 

GENERAL STEEL HOLDINGS, INC.
SCHEDULE 1 - CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
(In thousands)

  2011  2010 
       
OPERATING EXPENSES        
         
General and administrative expenses $(2,149) $(3,057)
Total operating expenses  (2,149)  (3,057)
         
OTHER INCOME (EXPENSE)        
Finance/interest (expense) income  (1)  1,714 
Change in fair value of derivative liabilities  5,563   15,055 
Total other income, net  5,562   16,769 
         
EQUITY LOSS OF SUBSIDIARIES  (180,600)  (43,718)
         
NET LOSS  (177,187)  (30,006)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS  (787)  2,869 
COMPREHENSIVE LOSS $(177,974) $(27,137)

GENERAL STEEL HOLDINGS, INC.
SCHEDULE 1 - CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010
(In thousands)

   2011   2010 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(177,187) $(30,006)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:        
Change in fair value of derivative instrument  (5,563)  (15,055)
Stock issued for services and compensation  1,530   2,479 
Make whole shares interest expense on notes conversion  -   1,130 
Amortization of deferred note issuance cost and discount on convertible notes  -   17 
Loss from subsidiaries  180,600   43,718 
Changes in operating assets and liabilities        
Other receivables  1   (3)
Prepaid expense  141   349 
Intercompany receivable  1,277   1,880 
Other payables and accrued liabilities  (1)  (2,483)
Net cash provided by operating activities  798   2,026 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Restricted cash  1,126   (1,130)
Net cash provided by (used in) investing activities  1,126   (1,130)
         
CASH FLOWS FINANCING ACTIVITIES:        
Payments made for treasury stock acquired  (1,923)  (870)
Net cash used in financing activities  (1,923)  (870)
         
INCREASE IN CASH  1   26 
         
CASH, beginning of year  47   21 
         
CASH, end of year $48  $47 
         
Non-cash transactions of investing and financing activities:        
Share issuance for intercompany's debt settlement $1,442  $2,404 

GENERAL STEEL HOLDINGS, INC.

CONDENSED NOTES TO SCHEDULE 1 

1.Basis of presentation

Certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted. The Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

2.Restricted net assets

Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of fixed monthly lease revenue.  loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).

The condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of General Steel Holdings, Inc. exceed 25% of the consolidated net assets of General Steel Holdings, Inc. The ability of our Chinese operating affiliates to pay dividends may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries. Because a significant portion of our operations and revenues are conducted and generated in China, a significant portion of our revenues being earned and currency received are denominated in Renminbi (RMB). RMB is subject to the exchange control regulation in China, and, as a result, we may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into US Dollars.

3.Derivative instrument

The Company will disclose specific termshas 3,900,871 warrants outstanding as a result of the lease agreement$40.0 million convertible notes issued in 2007 and 2,777,778 warrants outstanding in connection with a registered direct offering in 2009. The aforementioned warrants met the definition of a derivative instrument in the accounting standards and are recorded at their fair value on each reporting date. The change in the value of the derivative liabilities is charged against or credited to income each period.

Refer to Note 10 of the Notes to the Consolidated Financial Statements for the convertible notes and derivative liabilities.

4.Equity

Preferred Stock

On May 18, 2007, the Company entered into a Purchase Agreement with Victory New Holdings Limited (“Victory New”), a British Virgin Islands registered company under the control of the Company’s Chairman, CEO and majority shareholder, Zuosheng Yu (aka Henry Yu), to acquire Victory New’s 30% interest in General Steel (China). The Company agreed to issue to Victory New an aggregate of 3,092,899 shares of its Series A Preferred Stock with a fair value of $8,374,000, and these shares of Series A Preferred Stock carry a voting power of 30% of the combined voting power of the Company’s common and preferred stock while outstanding. The holders of preferred stock are entitled to receive noncumulative dividends, when and if declared by the definitive agreement is finalized approximatelyboard of directors.  Dividends are not mandatory and shall not accrue. Preferred shares are non-redeemable.

2010 Equity Transactions

The Company granted senior management and directors 733,300 shares of common stock as compensation in 2010. The shares were valued at the end of March 2010.

quoted market price on the grant date. The Company evaluated subsequentrecorded compensation expense of $2.2 million for the year ended December 31, 2010.

On June 7, 2010, the Company issued 928,163 shares of common stock to one of Maoming Hengda’s creditors to settle certain short-term loans.

On August 4, 2010, $3.5 million of the Notes were converted to 1,208,791 shares of common stock. According to the Notes agreement, the Company incurred make-whole amount of $0.7 million and accrued interest expense of $0.2 million settled in shares on conversion and 350,885 shares of common stock were issued.

On December 21, 2010, the Company’s Board of Directors authorized to repurchase up to an aggregate of 1,000,000 shares of the Company’s common stock as part of a share repurchase program (the “Share Repurchase Program”).  The Share Repurchase Program does not have an expiration date and these repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws. As of December 31, 2010, the Company has repurchased 316,760 shares for a total cost of $0.9 million.

GENERAL STEEL HOLDINGS, INC.

CONDENSED NOTES TO SCHEDULE 1 

2011 Equity Transactions

On March 31, 2011, the Company granted senior management and directors 240,734 shares of common stock at $2.40 per share, as compensation. The shares were valued at the quoted market price on the grant date. The Company recorded compensation expense of $0.6 million.

On June 1, 2011, the Company announced an increase of additional 1,000,000 shares of common stock may be purchased under the Share Repurchase Program launched in December 2010, bringing the total authorized shares of its common stock available for purchase to 2,000,000. During the year ended December 31, 2011, the Company has repurchased 774,218 shares with $1.9 million pursuant to the Share Repurchase Program. The Company had a total of 1,090,978 shares of treasury stock as of December 31, 2011.

On June 16, 2011, the Company and Maoming Hengda entered into a Debt Repayment Agreement with Guangzhou Hengda and its sole shareholder Ms. Ding Yumei whereby the Company issued 974,571 shares of its common stock to Ms Ding Yumei, the designee and sole shareholder of Guangzhou Hengda, to repay loan balance of $4.8 million due to Guangzhou Hengda.

On June 28, 2011, the Company granted senior management and directors 191,150 shares of common stock at $1.44 per share, as compensation. The shares were valued at the quoted market price on the grant date. The Company recorded compensation expense of $0.3 million.

On September 26, 2011, the Company granted senior management and directors 189,650 shares of common stock at $1.18 per share, as compensation. The shares were valued at the quoted market price on the grant date. The Company recorded compensation expense of $0.2 million.

On December 28, 2011, the Company granted senior management and directors 166,150 shares of common stock at $1.04 per share, as compensation. The shares were valued at the quoted market price on the grant date. The Company recorded compensation expense of $0.2 million.

5.Subsequent events

On March 26, 2012, the Company granted senior management and directors 165,400 shares of common stock at $0.75 per share, as compensation. The shares were valued at the quoted market price on the grant date.

On March 27, 2012, in order to maximize our shareholder value, the Company announced a new share repurchase program, which allows the Company to repurchase up to an aggregate of 2,000,000 shares of its common stock and brings the total of authorized shares of our common stock available for repurchase to 4,000,000 shares. From April 3, 2012 through September 30, 2012, the Company repurchased an additional 1,381,328 shares at an average price of $1.02 per share. As of the date these consolidated financial statementsof this report, the Company has repurchased 2,472,306 shares in total at an average price of $1.70 per share.

On June 28, 2012, the Company granted senior management and directors 165,400 shares of common stock at $0.80 per share, as compensation. The shares were issued.

See reportvalued at the quoted market price on the grant date.

On September 27, 2012, the Company granted senior management and directors 167,900 shares of independent registered public accounting firm.common stock at $1.29 per share, as compensation. The shares were valued at the quoted market price on the grant date.

On December 28, 2012, the Company granted senior management and directors 169,150 shares of common stock at $1.00 per share, as compensation. The shares were valued at the quoted market price on the grant date


92

.

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


None.


ITEM 9A. CONTROLS AND PROCEDURES.


a)Evaluation Disclosure Controls and Procedures
As required by Rules 13a-15

Our Company, with the participation of our Chief Executive Officer and 15d-15Chief Financial Officer, conducted an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management has evaluated, with the participationas of our Chief Executive Officer and Chief Financial Officer, the effectiveness of ourDecember 31, 2011. Our Company’s disclosure controls and procedures as ofare designed (i) to ensure that information required to be disclosed by us in the end ofreports that we file or submits under the period covered by this report.

Disclosure controlsExchange Act is recorded, processed, summarized and procedures refer to controlsreported within the time periods specified in the SEC’s rules and other procedures designedforms and (ii) 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 our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure.

In designingconnection with the preparation of our quarterly report on Form 10-Q for the quarter ended June 30, 2011 (the “Quarterly Report”), we revisited the appropriate treatment for certain reimbursements received related to our collaboration with Shaanxi Steel on the construction of equipment by Shaanxi Steel during the period from June 2009 to March 2011. Based on the guidance received from theOffice of the Chief Accountant of the SEC (“OCA”), which provided materially different accounting treatment for the reimbursements, management determined that restatement was necessary and evaluatingmaterial weaknesses existed with respect to the reporting of the complex, non-routine transactions under U.S. GAAP and lack of controls over contract management.

Together, as a result of the material weaknesses identified with respect to our reporting of complex non-routine transactions under U.S. GAAP and lack of controls over contract management, our Chief Executive Officer, our Chief Financial Officer have re-evaluated our disclosure controls and procedures, management recognizesand concluded that anyour disclosure controls and procedures no matter how well designedwere not effective as of December 31, 2011.

Despite the existence of the material weaknesses discussed above and operated, can provide only reasonable assurance of achieving the desired control objectives, andbelow, our management, was required to apply its judgment in evaluating and implementing possible controls and procedures.

Based uponincluding our evaluation, the Chief Executive Officer and Chief Financial Officer, have concluded that asthe consolidated financials included in this Annual Report on Form 10-K present, in all material aspects, our financial position, results of December 31, 2009,operations, comprehensive income and cash flows for 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 disclosedperiods presented, in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.
conformity with U.S. GAAP.

b)Management’s Annual Report on Internal Control over Financial Reporting
Management

Our 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 Our internal control over financial reporting refers to a processis 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 andUS GAAP. Our internal control over financial reporting 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.

·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

·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 conductedIn connection with the above-referenced assessmentpreparation of our Quarterly Report, we revisited the appropriate accounting treatment for certain reimbursements received in relation to the collaboration with Shaanxi Steel on the construction of equipment by Shaanxi Steel from June 2009 to March 2011. We believed that the original accounting treatment for the reimbursement was in accordance with U.S. GAAP, based upon our understanding of the effectivenesseconomic substance and nature of reimbursement and our interpretation of U.S. GAAP. Due to the complexity and the unique structure of the transaction, we sought guidance from the OCA with respect to the appropriate accounting treatment for the compensation.  Following its receipt of the guidance from the OCA, we reassessed our disclosure controls and procedures and our internal control over financial reportingreporting. This assessment identified two material weaknesses related to:   

1)Insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP. Specifically, our control did not operate effectively to ensure the appropriate and timely analysis of and accounting for unusual and non-routine transactions and certain financial statement accounts.
2)Lack of controls over contract management including documentation of all contract terms as well as identifying and analyzing the appropriate treatment of complex and unusual transactions.

Together, as a result 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, managementsuch material weaknesses, we concluded that our internal control over financial reporting waswere not effective as of December 31, 2009.

The effectiveness2011.

This Annual Report does not include an attestation report of our company’sregistered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit our Company to provide only management’s report in this Annual Report.

Remediation

We dedicated significant resources to correcting the accounting items discussed with the OCA and to ensuring that we take proper steps to improve our disclosure controls and procedures and our internal control over financial reporting asin the areas of December 31, 2009 has been audited by Frazer Frost, LLP,accounting for complex and non-routing transactions.

We have taken a number of remediation actions that we believe will impact the effectiveness of our company’s independent registered public accountants, as stateddisclosure controls and procedures and our internal control over financial reporting including the following:

·We have engaged outside professional consulting firms to supplement us with our internal control over financial reporting;
·We have engaged accounting experts to assist management in identifying complicated accounting transactions and applying applicable accounting policies thereto; and
·We have established an enhanced training program, including, but not limited to, accounting and auditing updates, and review of consolidated guidance of variable interest entities, to update our employees on current accounting pronouncements.

We believe the foregoing efforts will effectively remediate the material weaknesses described above in its report attached hereto.


the future.

c)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

Except 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,otherwise noted above, there were no significanthas not been any changes other than those described above in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the most recent fiscal quarter 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
95


ITEM 9B. OTHER INFORMATION.


None.


PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and executive officers

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 they are re-elected or their successors are elected. The executive officers serve by election of the board of directors for one year terms or until their death, resignation, removal or renewal by the board of directors. The executive officers are all full-time employees of General Steel Holdings, Inc.

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. Our Common Stock is listed on the New York Stock Exchange, or “NYSE.” Under NYSE listing standards, the Board of Directors is required to affirmatively determine that each “independent” director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. Our Board has determined that the following directors are “independent” as required by NYSE listing standards: Yong Tao Si, Angela He, Qinghai Du, Zhongkui Cao, Wenbing Chris Wang, and James Hu.  Additionally, all members of our Audit Committee are “independent” as defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as required by NYSE listing standards.  The non-management directors, all of whom currently are independent, met once during the fiscal year ended December 31, 2011 without management present and James Hu served as the lead independent director at such meeting.

Our directors and executive officers are as follows:

NameAgePosition

Date of

appointment

Zuosheng Yu47Chairman of the Board of Directors and Chief Executive Officer10/14/04
John Chen40Director / Chief Financial Officer03/07/05
Xiaozeng Xu44Director, General Manager of Longmen Joint Venture10/13/10
James Hu39Independent Director02/15/10
Angela He42Independent Director07/23/10
Qinghai Du74Independent Director08/28/07
Zhongkui Cao62Independent Director04/13/07
Wenbing Chris Wang41Independent Director11/13/07
Yongtao Si56Independent Director07/23/10

On February 25, 2011, James Hu was chosen to preside at the regularly scheduled executive sessions of the independent directors to comply with Section 303A.03 of the corporate governance rules of the New York Stock Exchange.  Any stockholder or interested party who wishes to communicate with our Board of Directors or any specific director, including the Presiding Director, any non-management director or the non-management directors as a group, may do so by writing to such direct or directors at: General Steel Holdings, Inc., Level 21, Tower B, Jia Ming Center, No. 27 Dong San Huan North Road, Chaoyang District, Beijing 100020, China.  This communication will be forwarded to the director or directors to whom addressed.  This information to be includedregarding contacting the board of directors is also posted on our website atwww.gshi-steel.com.

Biographical information

Mr. Zuosheng Yu, age 47, Chairman of the Board of Directors.  Mr. Yu joined our Company in October 2004 and became Chairman of the Board at that time. He also serves as our Chief Executive Officer. Since February 2001, he has been President and Chairman of the Board of Directors of Beijing Wendlar Investment Management Group, Beijing, China. Mr. Yu graduated in 1985 from Sciences and Engineering Institute, Tianjin, China. In July 1994, he received a Bachelor’s 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 an MBA degree from the Graduate School of Tianjin Party University. Since April 2003, Mr. Yu has held a position as a member of China’s APEC (Asia Pacific Economic Co-operation) Development Council.  Mr. Yu’s strong knowledge of, and experience in, the sections entitled, “ElectionChinese steel industry, as well as his extensive institutional knowledge of Directors”our Company make him well suited to contribute to our Board of Directors.

Mr. John Chen, age 40, Director.  Mr. Chen joined us in May 2004 and “Our Executive Officers,” respectively,was elected as a director in March 2005. He also serves as our Chief Financial Officer. From August 1997 to July 2003, he served as a senior accountant at Moore Stephens, Wurth, Frazer and Torbet, LLP in Los Angeles, California. Mr. Chen graduated from Norman Bethune University of Medical Science, Changchun city, Jilin province, China in September 1992. He received a B.S. degree in accounting from California State Polytechnic University, Pomona, California, U.S. in July 1997.  Mr. Chen’s accounting skills and experience make him well suited to contribute to our board.  He currently also serves on the board of directors of China Carbon Graphite Group, Inc. (OTCBB: CHGI), SGOCO Group, Ltd. (NASDAQ: SGOC), and China HGS Real Estate Inc. (NASDAQ: HGSH).

108

Mr. Xiao Zeng Xu, age 44, Director. Mr. Xu joined General Steel and was elected as a director in October, 2010. He currently serves as the Director and General Manager of Shaanxi Longmen Iron and Steel Co., Ltd., a subsidiary of the Company. Mr. Xu has been working at Shaanxi Longmen Iron and Steel Group Co., Ltd. in various positions for more than 20 years, including as Deputy Director of an iron making factory and Director of the Sales Department. Mr. Xu obtained a Masters in Business Administration from Xi’an Jiaotong University in 1996.

Mr. James Hu, age 39, Independent Director.Mr. Hu was elected as an independent director in February 2009. Since 2006, Mr. Hu has worked at Standard Chartered Bank (China) Limited. Previously, Mr. Hu was a Senior Auditor with Deloitte Touche Tohmatsu in the Definitive Proxy StatementUnited States before moving on to hold management positions at both U.S. and China-based firms. His education includes a Bachelor’s degree in Economics from the University of California at Berkeley and a Masters degree in Business Administration from the Darden Graduate School at the University of Virginia. He is a California licensed certified public accountant. Mr. Hu served on the board of directors of SGOCO Group, Ltd. (NASDAQ: SGOC) and his auditing and consulting experience make him well suited to contribute to our Board of Directors.

Ms. Angela He, age 42, Independent Director.   Ms. He was elected as an independent director in July 2010.  She currently serves as the Chief Financial Officer of Procell Biotech Asia Corp. in Newport Beach, California and as an SEC reporting and accounting advisor to various publicly traded and private companies in the United States.  From 2010 to 2012, she served as the Chief Officer of Aero Technology in Long Beach, California. From 2006 to 2007, she served as a Senior Auditor for PriceWaterhouse Coopers in Los Angeles.  From 2003 to 2006, she served as an auditor for Moore Stephens Wurth Frazer and Torbet, LLP (now known as Frazer LLP).  Ms. He graduated with a Bachelor of Arts from California State University at Fullerton and is a California Certified Public Accountant.

Mr. Qinghai Du, age 74, Independent Director.   Mr. Du was elected as a director in August 2007. From 2007 to 2009, Mr. Du was the General Engineer for Beijing Industrial Design and Research Institute. During the past 40 years, he has served as the Chief Engineer and Section Chief at both Baotou Design and Research Institute of Iron and Steel, and the Design Institute of Capital Iron and Steel. Mr. Du received his Bachelor’s degree in Iron and Steel Metallurgy from the Beijing University of Science and Technology, formerly known as Beijing University of Iron and Steel Technology, in 1963.   Mr. Du has considerable experience in and strong knowledge of the Chinese steel industry which makes him well suited to contribute to our Board of Directors.

Mr. Zhongkui Cao, age 62, Independent Director. Mr. Cao was elected as a director in April 2007. From January 1994 to December 1998, Mr. Cao was President and Chairman of the Board at Baotou Metallurgy Machinery State-owned Asset Management Co. Mr. Cao graduated from Baotou Institute of Iron and Steel in 1974. Mr. Cao’s understanding and experience relating to the Chinese steel industry make him well suited to contribute to our Board of Directors.

Mr. Wenbing Chris Wang, age 41, Independent Director. Mr. Wang was elected as an independent director in November 2007. Since September, 2009, Mr. Wang has served as President and a Director of Fushi Copperweld, Inc. (“Fushi”). In addition, Mr. Wang was the Chief Financial Officer of Fushi from December 2005 to August 2009 and served as interim Chief Financial Officer of Fushi from March 2010 to October 2010. Mr. Wang received a degree in English from the Beijing University of Science and Technology in 1994 and an MBA in Finance and Corporate Accounting from the Simon Business School of the University of Rochester in 2002. His strong knowledge of finance and extensive experience in public company operations make him well suited to contribute to our board. In addition to his position as Director of Fushi, Mr. Wang also currently serves on the board of Orient Paper, Inc. (NYSEAmex: ONP).

Mr. Yong Tao Si, age 56, Independent Director. Mr. Si was elected as an independent director in July 2010.  From 2000 to April 2010, Mr. Si worked for Baotou Iron and Steel Group Co., Ltd., in the Inner Mongolian Autonomous Region, in various senior management positions including General Manger, Director and Chairman.   He also served as Vice President of the China Iron and Steel Association (“CISA”), a national, non-profit organization founded in 1999, formerly known as China Metallurgical Enterprise Management Association.  Mr. Si graduated from Beijing Science and Technology University with a degree in steel production.

Board Committees and Meetings of the Board of Directors

Our business is managed under the direction of our Board of Directors, which meets during the year to review significant developments affecting us and acts upon matters requiring its approval. Our Board of Directors met one time during the fiscal year ended December 31, 2011.  Our Board of Directors acted by written consent eight times during the fiscal year ended December 31, 2011. 

It is our policy to encourage all directors to attend the Annual Meeting.  All of our directors attended our 2011 Annual Meeting of StockholdersStockholders.

Our Board of Directors has three standing committees: the Compensation Committee, the Audit Committee and the Governance and Nominating Committee. A brief description of the composition and functions of each committee follows.

Audit Committee

Our Audit Committee consists of James Hu, Angela He and Wenbing Chris Wang.  Mr. Hu is the Chairman of the Audit Committee. Each member of our Audit Committee is “independent” within the meaning of the NYSE listing standards and the rules and regulations of the SEC and related federal law.  The Audit Committee held four meetings during the fiscal year ended December 31, 2011.

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, and 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 independent auditors to our Board of Directors to be filedretained 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, and considers conflicts of interest involving executive officers or Board members. Our Board of Directors has determined that each of Mr. Hu, Ms. He and Mr. Wang are “audit committee financial experts” as defined by the Securities and Exchange Commission no later than 120 days after(the “SEC”).   Our Board of Directors has adopted a written charter for the Audit Committee which may be accessed and reviewed through our website: http://www.gshi-steel.com. This website address is not intended to function as a hyperlink, and the information contained in our website is not intended to be a part of this filing.

To the best of our knowledge, 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.

Compensation Committee

Our Compensation Committee consists of James Hu, Angela He and Wenbing Chris Wang.  Ms. He is the Chairwoman of the Compensation Committee. Each member of our Compensation Committee is a non-management director and each is (i) independent as defined under the NYSE listing standards and as determined by the Board of Directors, (ii) a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.  The Compensation Committee met once during the fiscal year ended December 31, 2009 (the “20102011.

The Compensation Committee’s functions are to review and recommend compensation policies and programs, as well as salary and other compensation levels for individual executives, including our Chief Executive Officer. The Compensation Committee makes these recommendations to our Board of Directors which, in turn, provides final approval on individual compensation matters for our executives. The Compensation Committee has the authority to retain any advisors, counsel and consultants as the members deem necessary in order to carry out these functions. The Compensation Committee also administers the compensation programs for our employees, including executive officers, reviews and approves all awards granted under these programs, reviews the Compensation Discussion and Analysis section of this Proxy Statement”)Statement and approves the accompanying Compensation Committee Report. For more information on the Compensation Committee, see “Compensation Discussion and Analysis.” Our Board of Directors has adopted a written charter for the Compensation Committee which may be accessed and reviewed through our website: http://www.gshi-steel.com. This website address is incorporated hereinnot intended to function as a hyperlink, and the information contained in our website is not intended to be a part of this filing.

Governance and Nominating Committee

Our Governance and Nominating Committee consists of James Hu, Angela He and Wenbing Chris Wang. Mr. Wang serves as the Chairman of the Governance and Nominating Committee.  All of the members of the Governance and Nominating Committee are considered “independent” within the meaning of the NYSE listing standards. The Governance and Nominating Committee held one meeting during the fiscal year ended December 31, 2011.

The Governance and Nominating Committee recommends criteria for service as a director, reviews candidates and recommends appropriate governance practices for the Company in light of corporate governance guidelines set forth by reference.

the NYSE and other regulatory entities, as applicable. The Governance and Nominating Committee considers director candidates who are suggested by directors, management, stockholders and search firms hired to identify and evaluate qualified candidates. From time to time, the Governance and Nominating Committee may recommend highly qualified candidates who it believes will enhance the strength, independence and effectiveness of the Company’s Board of Directors. Additionally, the Governance and Nominating Committee annually reviews the size of our Board of Directors.  The Governance and Nominating Committee does not have a formal policy specifically focusing on the consideration of diversity; however, diversity is one of the many factors that the Governance and Nominating Committee considers when identifying candidates and making its recommendations to the Board.

The Governance and Nominating Committee considers nominees for the Board recommended by stockholders if such recommendations are submitted in writing to our Secretary, John Chen, at Level 21, Tower B, Jia Ming Center, No. 27 Dong San Huan North Road, Chaoyang District, Beijing, China 100020.  At this time, no additional specific procedures to propose a candidate for consideration by the Governance and Nominating Committee or minimum criteria for consideration of a proposed candidate for nomination to the Board of Directors have been adopted as the Company believes that the procedures currently in place will continue to serve the needs of the Board and stockholders. Our Board of Directors has adopted a written charter for the Nominating Committee which may be accessed and reviewed through our website: http://www.gshi-steel.com. This website address is not intended to function as a hyperlink, and the information contained in our website is not intended to be a part of this filing.

Risk-Management Oversight

Risk is inherent in any business and our management is responsible for the day-to-day management of risks that we face.  Our Board of Directors, on the other hand, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to evaluate the risk management process to ensure its adequacy and to seek assurances that it is implemented properly by management.

Our Board of Directors believes that full and open communication between management and our Board of Directors is essential for effective risk management and oversight. Relevant members of senior management, as necessary, attend the Board of Directors’ meetings and, as necessary, Board committee meetings, in order to address any questions or concerns raised by our Board of Directors on risk management-related and other matters.  At meetings, our Board of Directors may receive presentations from senior management on business operations, financial results and strategic matters, including an assessment of the sensitivity of the various financial, operational and strategic risks faced by our Company, and discuss strategies, key challenges, risks and opportunities.

Our committees assist our Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and succession planning for executives. The Governance and Nominating Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization and structure, code of conduct, conflict of interest policies and corporate governance, and in overseeing the membership and independence of our Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of those risks, the entire Board of Directors is regularly informed about those risks and committee activities through committee reports. 

Board Leadership Structure

Our Chief Executive Officer, Zuosheng Yu, also serves as the Chairman of our Board of Directors. Our Board of Directors believes that this leadership structure is appropriate because Mr. Yu founded General Steel Holdings, Inc. and has the most comprehensive institutional knowledge of any member of our Board of Directors and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.  Mr. Yu’s combined role also provides decisive leadership, ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and investors.  James Hu, our lead independent director, serves as a liaison between the Chairman and our non-management directors, consults with the Chairman and Chief Executive Officer regarding information sent to directors, reviews meeting agendas and schedules and may call meetings of our non-management directors.

Each of the directors other than Mr. Yu, Mr. Chen and Mr. Xu are independent and our Board of Directors believes that the independent directors provide effective oversight of management.  Moreover, in addition to feedback provided during the course of Board meetings, the independent directors provide the Chairman with regular input regarding agenda items for Board of Directors and committee meetings and coordinate with the Chairman regarding information to be includedprovided to the independent directors in performing their duties. Our Board of Directors believes that this approach appropriately and effectively complements the combined Chairman/Chief Executive Officer structure.

Our Board periodically evaluates whether the leadership structure of our Board of Directors continues to be optimal for the Company and our stockholders. Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate in our current circumstances, the Board has the flexibility to modify the Board leadership structure in the section entitled “Sectionfuture if it determines that to be appropriate.

Communications with the Board of Directors

Stockholders and all interested parties who wish to communicate with the Board of Directors, or specific individual directors, may do so by directing correspondence to our Secretary, John Chen, at Level 21, Tower B, Jia Ming Center, No. 27 Dong San Huan North Road, Chaoyang District, Beijing, China 100020. Such correspondence should prominently display the fact that it is a stockholder-director communication and indicate whether the correspondence should be forwarded to the entire Board of Directors or to particular directors.

Section 16(a) Beneficial Ownership Reporting Compliance”Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.  Based solely on a review of copies of such forms received with respect to fiscal year 2011 and the 2010 Proxy Statement is incorporated hereinwritten representations received from certain reporting persons that no other reports were required, we believe that all Section 16(a) filings were timely made by reference.

The information to be included in the section entitled “Codeour directors, executive officers and persons who own more than 10% of our common stock and other equity securities.

Code of Ethics and Business Conduct and Ethics” inCorporate Governance Guidelines

Our Code of Ethics and Business Conduct and Corporate Governance Guidelines provides information to guide employees, including our Chief Executive Officer, Chief Financial Officer, and our Directors, so that their business conduct is consistent with our ethical standards and improves the 2010 Proxy Statement is incorporated herein by reference.

We have filed, as exhibits to this annual report, the certificationsunderstanding of our Principal Executive Officerethical standards among customers, suppliers and Principal Financial Officer required pursuantothers outside our Company.  Our Code of Ethics and Business Conduct and Corporate Governance Guidelines are available on our website at www.gshi-steel.com.We intend to Section 302post any amendments to or waivers from our Code of Ethics and Business Conduct at this location on its website. This website address is not intended to function as a hyperlink, and the Sarbanes-Oxley Actinformation contained in our website is not intended to be a part of 2002.

this filing. 

Our Code of Ethics and Business Conduct and Corporate Governance Guidelines may also be obtained free of charge by contacting Investor Relations at jenny.wang@gshi-steel.com or by phone: +86-10-5775-7691.

ITEM 11. EXECUTIVE COMPENSATION.


COMPENSATION

Employment Agreements

We have not entered into employment agreements with any of our named executive officers.

Severance Arrangements

We do not have any severance agreements or other arrangements with any of our named executive officers.

Change of Control Arrangements

We do not have any change of control agreements or other arrangements with any of our named executive officers.

No Policies Regarding Equity Ownership and Hedging

We do not have any equity or other security ownership requirements or guidelines that specify applicable amounts or forms of ownership. We do not have any policies regarding hedging the economic risk of equity ownership.

COMPENSATION COMMITTEE REPORT

The informationCompensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form-10K for the sections entitled “Executive Compensation”fiscal year ended December 31, 2011.

Respectfully submitted,

General Steel Holdings, Inc. Compensation Committee

Angela He, Chairwoman

James Hu, Member

Wenbing Chris Wang, Member

Executive Compensation

The table below sets forth all compensation awarded to, earned by or paid to our named executive officers for the fiscal years indicated. No other executive officers received more than $100,000 in total compensation.

Summary Compensation Table

Name and Principal Position Year  Salary
($) (1)
  Bonus
($) (1)
  Stock Awards
($)(2)
  Total
($) (1)
 
Zuosheng Yu,  2011   161,632      272,700   434,332 
Chief Executive Officer  2010   154,769      464,800   619,569 
                     
John Chen,  2011   64,351      60,600   124,951 
Chief Financial Officer  2010   50,629      116,200   166,829 
                     
Xiao Zeng Xu  2011   65,006      85,340   150,346 
General Manager of Longmen Joint Venture  2010   54,442      101,200   155,642 

(1)The amounts shown were paid in RMB and were translated into U.S. dollars at the rate of $0.1545 per RMB for 2011, and $0.14794 per RMB for 2010.

(2)The stock price assumption used to calculate the grant date fair value of all stock awards granted in the year indicated, as computed in accordance with FASB ASC Topic 718, and as disclosed in Note 19 to the financial statements in this Annual Report, and Note 17 to the financial statements of the Company’s 2010 Annual Report on Form 10-K/A, respectively.

Director Compensation

The table below sets forth information regarding compensation earned by directors, other than our Chief Executive Officer and “Directors’ Compensation” inChief Financial Officer, as compensation for their service to the 2010 Proxy Statement is incorporated herein by reference.


Company during the year ended December 31, 2011.

Name Stock Awards
($) (1)
  Total
($) (1)
 
Xiao Zeng Xu $85,340  $150,346 
James Hu  15,150   15,150 
Angela He  25,725   25,725 
Qinghai Du  3,030   3,030 
Zhongkui Cao  3,030   3,030 
Wenbing Chris Wang  15,150   15,150 
Yong Tao Si  15,150   15,150 

(1)The stock price assumption used to calculate the grant date fair value of all stock awards granted on the date indicated, as computed in accordance with FASB ASC Topic 718, and as disclosed in Note 19 to the financial statements in the Company’s 2011 Annual Report on Form 10-K.

Currently, we do not pay annual fees to our directors. During fiscal year 2011, we granted fully-vested unregistered shares of common stock to our directors on a quarterly basis. We determined the amount of each grant based on level of involvement, responsibility and length of service.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended December 31, 2011, the members of the Compensation Committee were Angela He, James Hu and Wenbing Chris Wang.  In fiscal 2011, no member of the Compensation Committee was an officer or employee of our Company or any of our subsidiaries.

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


MATTERS

The following table sets forth certain information as of February 7, 2013, as to be includedshares of common stock and preferred stock beneficially owned by: (i) each person who is known by our Company to own beneficially more than 5% of common stock and preferred stock, (ii) each of our current named executive officers, (iii) each of our current directors, and (iv) all of our current directors and named executive officers as a group. Unless otherwise stated below, the address of each beneficial owner listed on the table is c/o General Steel Holdings, Inc., Level 21, Tower B, Jia Ming Center, No. 27 Dong San Huan North Road, Chaoyang District, Beijing, China 100020.

Name of Beneficial Owner Shares
Beneficially
Owned
  Percentage Beneficial 
Ownership of Class (1)
  Percentage of
Voting Power
 
             
Common Stock            
Directors and Named Executive Officers   Common
Stock
  Series A
Preferred Stock
   

Zuosheng Yu (2)

Chief Executive Officer and Chairman of the Board of Directors

  8,023,900   14.6%      10.2%

John Chen

Chief Financial Officer and Director

  140,000   *       * 

Xiao Zeng Xu

Director and General Manager of Longmen Joint Venture

  99,000   *       * 

James Hu

Independent Director

  40,000   *       * 

Angela He

Independent Director

  33,750   *       * 

Qinghai Du

Independent Director

  10,500   *       * 

Zhongkui Cao

Independent Director

  10,500   *       * 

Wenbing Chris Wang

Independent Director

  52,500   *       * 

Yong Tao Si

Independent Director

  22,500   *       * 
Executive Officers and Directors as a group  8,432,650   15.4%      10.8%
5% Owners                
Golden Eight Investments Limited (2)  14,000,000   25.5%      17.9%
                 
Series A Preferred Stock                
Victory New Holdings Limited (3)  3,092,899       100%  30.0%

* Less than 1%

(1) Percentages based on 54,797,532 shares of Common Stock and 3,092,899 shares of Preferred Stock outstanding as of February 7, 2013.

(2) Mr. Yu is the beneficial owner of 8,023,900 shares of common stock held in his name and 14,000,000 shares of common stock held in the section entitled “Security Ownershipname of Certain Beneficial OwnersGolden Eight Investments Limited (“Golden Eight”).  Mr. Yu is the sole director of Golden Eight.  Golden Eight is wholly owned by The GSI Family Trust U/A/D 01/21/10 (the “Trust”).  Mr. Yu has sole power of revocation over the Trust and Management”is the sole member of the Investment Committee of the Trust. As such, Mr. Yu has voting and investment control directly over the securities held by the Trust and indirectly over the securities held by Golden Eight. Mr. Yu also has voting and investment control over 3,092,899 shares of Series A Preferred Stock held in the 2010 Proxy Statementname of Victory New Holdings Limited, a British Virgin Islands registered company, which, while outstanding, have a voting power equal to 30% of the combined voting power of our common stock and Preferred Stock.

(3) Victory New Holdings Limited, a British Virgin Islands registered company (“Victory New”), is incorporated hereincontrolled by reference. 


our Chairman and Chief Executive Officer, Zuosheng Yu.  Victory New holds 3,092,899 shares of our Series A Preferred Stock which, while outstanding, have a voting power equal to 30% of the combined voting power of our common stock and preferred stock.

EQUITY INCENTIVE PLAN INFORMATION

The following table provides information as of December 31, 2011, about compensation plans under which shares of our Common Stock may be issued to employees, consultants or non-employee directors upon exercise of options, warrants or rights.

(a)(b)(c)
Plan CategoryNumber of Securities
to be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights(1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and
Rights(1)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(1)
Plans approved by stockholders-$-640,466
Plans not approved by stockholders---
Total$640,466

(1)We grant fully vested, unregistered shares of our common stock to employees under our 2008 Equity Incentive Plan.  Our stock grants are not restricted and therefore there are no securities to be issued upon exercise of outstanding options, warrants and rights.

(2)Represents the number of securities remaining available for issuance under our 2008 Equity Incentive Plan.

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


Set for below are our related party transactions.

Related party transactions

Capital lease

As disclosed in Notes 1- “Background” and 13 – “ Capital lease obligations” to the financial statements in this Annual Report on Form 10-K, Longmen Joint Venture entered into a capital lease arrangement on April 29, 2011, with Shaanxi Coal and Shaanxi Steel, which are related parties of the Company. The informationfollowing is an analysis of the leased assets under the capital lease:

  Balance at December 31, 2011 
  (in thousands) 
Machinery $581,413 
Less: accumulated depreciation  (18,411)
Carrying value of leased assets $563,002 

The following is a schedule by year of future minimum lease payments under the capital lease and profit sharing liability to bethe lessor, Shaanxi Steel, and the present value of the net minimum lease payments as of December 31, 2011.

(in thousands) Capital Lease Obligation
Minimum Lease Payments
  Capital Lease Obligation
Profit (Loss) Sharing
  Total 
          
Year ended December 31, 2012 $46,029  $-  $46,029 
Year ended December 31, 2013  27,617   -   27,617 
Year ended December 31, 2014  27, 617   -   27,617 
Year ended December 31, 2015  27, 617   -   27,617 
Year ended December 31, 2016  27, 617   -   27,617 
Thereafter  395,845   854,157   1,250,002 
Total minimum lease payments  552,342   854,157   1,402,499 
Less: amounts representing interest  (245,992)  (550,924)  (796,916)
Ending balance $306,350  $303,233  $609,583 

As of December 31, 2011 and, 2010, the amount payable to Shaanxi Steel was approximately $18.4 million and $0, respectively, and was included in the sections entitled “Certain Relationshipscurrent portion of capital lease obligation.

On April 30, 2011, Tongxing completed its transfer of 20.7% share of Shaanxi Xinglong Thermoelectric Co., Ltd to the Labor Union Trust of Shaanxi Long Steel Group. The transfer price of $11.3 million (RMB 72.9 million) was considered to be at fair value based on management assessment. As of April 30, 2011, our investment in Xinglong is approximately $9.9 million and Related Transactions,” “Board Independence,” and “Compensation Committee Interlocks and Insider Participation”this transaction resulted in a gain of $1.4 million, which is included in “Income from equity investments” in the consolidated statements of operation and other comprehensive income (loss).

On March 31, 2010, Proxy StatementGeneral Steel (China), entered into a lease agreement with Tianjin Daqiuzhuang Steel Plates Co., Ltd. (the “Lessee”), whereby General Steel (China) leases its facility located at No. 1, Tonga Street, Daqiuzhuang Town, Jinghai County, Tianjin City to the Lessee (the “Lease Agreement”). The Lease Agreement provides approximately 776,078 square feet of workshops, land, equipment and other facilities to the Lessee and allows the Company to reduce overhead costs while providing a recurring monthly income stream resulting from payments due under the lease. The term of the Lease Agreement is incorporatedfrom January 1, 2010 to December 31, 2011 and the monthly base rental rate due to General Steel (China) is approximately $0.3 million (RMB1.7 million).On July 28, 2011, General Steel (China) (lessor) signed a supplemental agreement with the lessee to extend the lease for an additional five years to December 31, 2016. However, due to current steel market conditions, the lessee has informed the Company that they do not intend to extend the lease at the end of 2012 and plans to terminate the supplemental agreement early. There is no penalty for early termination.

For the years ended December 31, 2011 and 2010, General Steel (China) realized rental income in each period of $3.1 million which has been included in “other non-operating income (expense), net” in the consolidated statements of operation and other comprehensive income (loss).

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Original cost of fixed assets leased $33,903  $33,385 
Less: Accumulated depreciation  (17,813)  (15,286)
Less : Impairment of long-lived assets  (5,515)  - 
Fixed assets leased, net $10,575  $18,099 

The future rental payments to be received associated with the Lease Agreement entered into on March 31, 2010 and the supplemental agreement entered into on July 28, 2011 and ending on December 31, 2012, are as follows:

Year ending December 31, Amount 
  (in thousands) 
2012 $3,115 
Thereafter  - 
Total $3,115 

The following chart summarized sales to related parties for the years ended December 31, 2011 and 2010.

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $337,359  $344,556 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO* through indirect shareholding  94,984   47,268 
Tianjin Dazhan Industry Co, Ltd. Partially owned by CEO through indirect shareholding  76,130   43,778 
Sichuan Yutai Trading Co., Ltd. Significant influence by Long Steel Group**  187,689   - 
Shaanxi Yuchang Trading Co., Ltd. Significant influence by Long Steel Group  160,422   - 
Shaanxi Haiyan Trade Co.,Ltd. Significant influence by Long Steel Group  58,299   38,545 
Shaanxi Shenganda Trading Co., Ltd. Significant influence by Long Steel Group  37,432   - 
Tianjin General Qiugang Pipe Co., Ltd. Partially owned by CEO through indirect shareholding  20,014   - 
Shaanxi Steel Majority shareholder of Long Steel Group  19,735   1,152 
Beijing Daishang Trading Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  -   5,503 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  -   8,385 
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd Subsidiary of Long Steel Group  69,872   - 
Shaanxi Junlong Rolling Co., Ltd. Investee of Long Steel Group  48,991   - 
Others Entities either owned or have significant influence by our affiliates or management  842   183 
Total   $1,111,769  $489,370 

*The CEO referred to herein by reference.


is the chief executive officer of General Steel Holdings, Inc.

**Long Steel Group has the ability to significantly influence the operating and financial decisions of the entity through equity ownership either directly or through key employees, commercial contractual terms, or the ability to assign management personnel.

The following charts summarize purchases from related parties for the years ended December 31, 2011 and 2010.

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $913,850  $553,752 
Hancheng Jinma Coking Co., Ltd. Investee of Longmen Joint Venture’s subsidiary (unconsolidated)  4,772   8,489 
Hancheng Haiyan Coking Co., Ltd. Noncontrolling shareholder of Long Steel Group  391,065   234,479 
Xi’an Pinghe Metallurgical Raw Material Co., Ltd. Noncontrolling shareholder of Long Steel Group  37,890   - 
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd. Subsidiary of Long Steel Group  19,076   - 
Shaanxi Junlong Rolling Co., Ltd. Investee of Long Steel Group  19,110   - 
Shaanxi Huafu New Energy Co., Ltd. Significant influence by the Long Steel Group  34,810   - 
Beijing Daishang Trading Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  6,509   1,984 
Others Entities either owned or have significant influence by our affiliates or management  1,471   1,019 
Total Related Party Purchases   $1,428,553  $799,723 

Related party balances

a.Accounts receivables – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $9,187  $3,023 
Shaanxi Long Steel Group Baoji Steel Rolling Co., Ltd Subsidiary of Long Steel Group  3,141   - 
Hancheng Haiyan Coking Co., Ltd. Noncontrolling shareholder of Long Steel Group  303   - 
Tianjin Daqiuzhuang Steel Plates Partially owned by CEO through indirect shareholding  755   - 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO through indirect shareholding  -   1,054 
Shaanxi Steel Majority shareholder of Long Steel Group  7,207   83 
Total   $20,593  $4,160 
b.Other receivables - related parties:

Other receivables - related parties are those nontrade receivables arising from transactions between the Company and its related parties, such as advances or payments on behalf of these related parties.

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $15,244  $993 
Shaanxi Steel Majority shareholder of Long Steel Group  66,869   - 
Maoming Shengze Trading Co., Ltd. Partially owned by CEO through indirect shareholding  937   8,095 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  -   1,078 
Shaanxi Huafu New Energy Co., Ltd. Significant influence by Long Steel Group  2,441   - 
Teamlink Investment Co., Ltd. Owned by CEO through indirect shareholding  2,000   - 
Tianjin Dazhan Industry Co, Ltd. Partially owned by CEO through indirect shareholding  -   455 
Others Entities either owned or have significant influence by our affiliates or management  188   317 
Total   $87,679  $10,938 
c.Advances on inventory purchase – related parties:

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture $1,028  $- 
Tianjin General Qiugang Pipe Co., Ltd. Partially owned by CEO through indirect shareholding  15,678   6,187 
Maoming Shengze Trading Co., Ltd. Partially owned by CEO through indirect shareholding  3,538   - 
Total   $20,244  $6,187 

d.Accounts payable - related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture $46,487  $25,708 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  11,231   28,329 
Tianjin Dazhan Industry Co., Ltd. Partially owned by CEO through indirect shareholding  25,511   2,764 
Xi’an Pinghe Metallurgical Raw Material Co., Ltd. Noncontrolling shareholder of Long Steel Group  12,800   - 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO through indirect shareholding  14,856   17,264 
Henan Xinmi Kanghua Fire Refractory Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  1,185   880 
Hancheng Jinma Coking Co., Ltd Investee of Longmen Joint Venture’s subsidiary (unconsolidated)  -   1,579 
Beijing Daishang Trading Co., Ltd. Noncontrolling shareholder of Longmen Joint Venture’s subsidiary  1,600   1,101 
Maoming Shengze Trading Co., Ltd. Partially owned by CEO through indirect shareholding  -   1,954 
Tianjin General Qiugang Pipe Co., Ltd. Partially owned by CEO through indirect shareholding  8,034   - 
Others Entities either owned or have significant influence by our affiliates or management  124   115 
Total Accounts Payable – Related Parties   $121,828  $79,694 
e.Short-term loans - related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Shaanxi Steel Majority shareholder of Long Steel Group $-  $14,548 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO through indirect shareholding  15,710   - 
Total   $15,710  $14,548 

f.Other payables - related parties:

Other payables – related parties are those nontrade payables arising from transactions between the Company and its related parties, such as advances or payments from these related parties on behalf of the Group.

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Tianjin Hengying Trading Co, Ltd. Partially owned by CEO through indirect shareholding $-  $10,168 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  20,001   - 
Wendlar Investment & Management Group Co., Ltd. Common control under CEO  241   - 
Yangpu Capital Automobile Partially owned by CEO through indirect shareholding  1,398   1,350 
Tianjin Daqiuzhuang Steel Plates Co., Ltd. Partially owned by CEO through indirect shareholding  5,771   - 
Tianjin General Qiugang Pipe Co., Ltd. Partially owned by CEO through indirect shareholding  -   4,547 
Tianjin Hengying Trading Co., Ltd. Partially owned by CEO through indirect shareholding  1,040   - 
Wenchun Han Director of General Steel (China)  -   2,124 
Others Entities either owned or have significant influence by our affiliates or management  422   25 
Total   $28,873  $18,214 
g.Customer deposits – related parties:

Name of related parties Relationship December 31, 2011  December 31, 2010 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd. Noncontrolling shareholder of Long Steel Group $-  $5,081 
Shaanxi Yuchang Trading Co., Ltd. Significant influence by Long Steel Group  24,256   - 
Sichuan Yutai Trading Co., Ltd. Significant influence by Long Steel Group  5,972   - 
Tianjin Hengying Trading Co, Ltd. Partially owned by CEO through indirect shareholding  1,506   - 
Tianjin General Qiugang Pipe Co., Ltd. Partially owned by CEO through indirect shareholding  9,102   - 
Long Steel Group Noncontrolling shareholder of Longmen Joint Venture  4,755   48,161 
Beijing Shenhua Xinyuan Metal Materials Co., Ltd. Partially owned by CEO through indirect shareholding  1,345   1,299 
Shaanxi Haiyan Trade Co.,Ltd. Significant influence by Long Steel Group  6,822   - 
Shaanxi Junlong Rolling Co., Ltd. Investee of Long Steel Group  1,540   - 
Tianjin Dazhan Industry Co., Ltd. Partially owned by CEO through indirect shareholding  11,178   - 
Shaanxi Shenganda Trading Co., Ltd. Significant influence by Long Steel Group  1,750   - 
Others Entities either owned or have significant influence by our affiliates or management  51   381 
Total   $68,277  $54,922 

h.Deposits due to sales representatives – related parties

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Hancheng Haiyan Coking Co., Ltd. Noncontrolling shareholder of Long Steel Group $471  $455 
Shaanxi Junlong Rolling Co., Ltd. Investee of Long Steel Group  472   - 
Total   $943  $455 
i.Long-term loans – related parties:

Name of related parties Relationship December 31,
2011
  December 31,
2010
 
    (in thousands)  (in thousands) 
Shaanxi Steel Majority shareholder of Long Steel Group $92,035  $91,020 
Total   $92,035  $91,020 

The Company also provided guarantee on related parties’ bank loans amounting to $56.6 million and $3.0 million as of December 31, 2011 and as of December 31, 2010, respectively.

j.Deferred lease income

  December 31, 2011  December 31, 2010 
  (in thousands)  (in thousands) 
Beginning balance $57,591  $16,487 
Add: Reimbursement for dismantled assets  -   568 
Add: Reimbursement for loss of efficiency  -   20,676 
Add: Reimbursement for trial production costs  14,042   13,584 
Add: Deferred depreciation cost during free use period  6,904   6,656 
Less: Lease income realized  (2,008)  (943)
Exchange rate effect  1,995   563 
Ending balance  78,524   57,591 
Ending balance – current portion  (2,099)  (1,971)
Ending balance – non current portion $76,425  $55,620 

For the years ended December 31, 2011 and 2010, the Company realized deferred lease income from Shaanxi Steel, a related party, amounting $2.0 million and $0.9 million, respectively.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

We

Fees for professional services provided by our independent registered public accounting firms in each of the last two fiscal years, in each of the following categories are as follows:

  2011  2010 
Audit fees $3,037,675  $740,000 
Audit-related fees $-  $- 
Tax fees $29,000  $27,500 
All other fees $-  $- 

Audit fees were notifiedfor the audit of our annual financial statements and the review of our financial statements included in our quarterly reports on Form 10-Q and services that effective January 1, 2010, certain partners of its previousare normally provided by our independent registered public accounting firm Moore Stephens Wurth Frazerin connection with the statutory and Torbet,regulatory filings. Tax fees involved the preparation of our consolidated tax returns. Please note that the audit fees include services provided by both of our current and former independent registered public accounting firms. Our current auditor, Friedman LLP, (“MSWFT”),fees are $770,000 in fiscal year 2011. We had terminated our former auditor, PricewaterhouseCoopers Zhong Tian CPAs Limited Company, on December 19, 2012, and certain partners of Frost, PLLC (“Frost”) formedtheir fees were $2,187,675 in fiscal year 2011. Our former auditor, Frazer Frost LLP (“Frazer Frost”), a new partnership. Pursuantfees were $109,000, as Frazer Frost still provided services to us in through the transition of our auditors in fiscal year 2011 and fees were $767,500 in fiscal year 2010.

Audit Committee’s Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.  Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the termsparticular service or category of services and is generally subject to 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 liabilitiesspecific budget. The Audit Committee has delegated pre-approval authority to Frazer Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter with us. On January 7, 2010, the Audit Committee Chairman, or any Audit Committee member in his absence, when services are required on an expedited basis, with such pre-approval disclosed to the full Audit Committee at its next scheduled meeting. None of the fees paid to the independent auditors under the categories “Audit-Related fees” and “All other fees” described above were approved by the Audit Committee prior to services being rendered pursuant to the de minimis exception established by the SEC.

All of the Audit fees and Tax fees provided by our independent registered public accounting firm in fiscal 2011 and related fees were approved in advance by our Audit Committee.

Audit Committee Report

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for this Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

The Audit Committee discussed with Friedman LLP, our independent registered public accounting firm (independent auditors) for the fiscal year ended December 31, 2011, who are responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the independent registered public accounting firm under generally accepted auditing standards including Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90 (Communication with Audit Committees), other standards of the Public Company Accounting Oversight Board (United States), rules of the Securities and Exchange Commission and other applicable regulations.  In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditors’ independence from management and our Company, including the matters in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, which the Audit Committee received from the independent registered public accounting firm, and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

The Audit Committee also reviewed management’s report on its assessment of the effectiveness of our internal control over financial reporting.

The Audit Committee discussed with our independent registered public accounting firm and the persons responsible for the internal audit function the overall scope and plans for their respective audits. The Audit Committee meets with the independent registered public accounting firm and the persons responsible for the internal audit function, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control, including internal control over financial reporting, and the overall quality of our financial reporting.  During 2011, the Audit Committee held four meetings, including quarterly closing conferences with the independent registered public accounting firm and management during which financial results and related issues were reviewed and discussed prior to the release of quarterly results to the public.

The Audit Committee is governed by a charter which may be found on our website.  The members of the Audit Committee are considered to be “independent” because they satisfy the independence requirements of the New York Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act of 1934.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved the engagementinclusion of Frazer Frost as MSWFT’s successor to continue asthe audited financial statements and management’s assessment of the effectiveness of our independent accounting firm.


internal control over financial reporting in this Annual Report on Form 10-K for filing with the SEC.

Audit Committee:James Hu, Chairman
Angela He, Member
Wenbing Chris Wang, Member

The informationAudit Committee Report does not constitute soliciting material, and shall not be deemed to be included infiled or incorporated by reference into any other Company filing under the section entitled “Independent Registered Public Accountants” inSecurities Act of 1933, as amended, or the 2010 Proxy Statement is incorporated hereinSecurities Exchange Act of 1934, as amended, except to the extent that our Company specifically incorporates the Audit Committee Report by reference.


96


reference therein.

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,

(a)(1) and (2) –LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES set forth below

(3) See 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
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
15(b) below.

(b)The following financial statements are included herein under Part II, Item 8, Financial Statements and Supplementary Data:

Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets —December 31, 2011 and 2010
Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2011, and 2010
Consolidated Statements of Changes in Equity for the years ended December 31, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010
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)

(c)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)(included as Exhibit 3.2 to the Form 10-K filed March 16, 2010 and incorporated herein by reference).

3.3Amendment to the Articles of Incorporation dated November 14, 2007 (filed herewith)(included as Exhibit 3.3 to the Form 10-K filed March 16, 2010 and incorporated herein by reference).

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 4.13.5 to the Form SB-2/A,10-K filed with the Commission on September 12, 2003March 16, 2010 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).

4.34.1Form 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
10.1Form 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
10.2Form 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).

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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).
10.9
10.4Service Agreement, dated February 25, 2009, by and between General Steel Holdings, Inc. and James Hu thereto (included as Exhibit 10.1 to the Form 8-K filed with the Commission on February 27, 2009 and incorporated herein by reference).

10.10
10.5Form 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 Form 8-K filed with the Commission on December 24, 2009 and incorporated herein by reference).

10.11
10.6Form of Voting Agreement (included as Exhibit 10.2 to the Form 8-K filed on December 24, 2009 and incorporated herein by reference).
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10.12
10.7Amendment 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)(included as Exhibit 10.12 to the Annual Report on Form 10-K filed with the Commission on March 16, 2010 and incorporated herein by reference).
10.8Lease Agreement, dated March 31, 2010, by and between General Steel (China) Co., Ltd. and Tianjin Daqiuzhuang Steel Plates Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the Commission on April 6, 2010 and incorporated herein by reference).
10.9Joint Venture Framework Agreement, dated May 13, 2010, by and between General Steel Holdings, Inc. and Shanxi Meijin EnergeryEmerge Group Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the Commission on May 18, 2010 and incorporated herein by reference).

10.10Debt Repayment Agreement, dated June 7, 2010, by and among General Steel Holdings, Inc., Maoming Hengda Group Ltd., Guangzhou Hengda Industrial Group Ltd., and Ms. Ding Yumei (included as Exhibit 10.1 to the Form 8-K filed with the Commission on June 9, 2010 and incorporated herein by reference).
10.11Cooperation Agreement (also referred to as the Unified Management Agreement), dated April 29, 2011, by and among General Steel Holdings, Inc., Shaanxi Coal and Chemical Industry Group Co., Ltd., Shaanxi Iron and Steel Group Co., Ltd., and Shaanxi Longmen Iron and Steel Co., Ltd. (included as Exhibit 10.1 to the Form 8-K filed with the Commission on May 5, 2011 and incorporated herein by reference).
10.12Debt Repayment Agreement, dated June 16, 2011, by and among Maoming Hengda Steel Co. Ltd., Tianjin Qiu Gang Investment Co., Ltd, Guangzhou Hengda Industrial Group Ltd., and Ms. Ding Yumei (included as Exhibit 10.1 to the Form 8-K filed with the Commission on June 20, 2011 and incorporated herein by reference).
21Subsidiaries of the registrant.registrant (filed herewith).
23
Consent of Frazer Frost, LLP (filed herewith).
31.1Certification of Chief Executive Officer.Officer (filed herewith).

31.2Certification of Chief Financial Officer.Officer (filed herewith).

32.1Certification of Chief Executive Officer and Chief Financial Officer. (filed herewith).
101.INS***XBRL Instance Document
101.SCH***XBRL Taxonomy Extension Schema Document
101.CAL***XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***XBRL Taxonomy Extension Label Linkbase Document
101.PRE***XBRL Taxonomy Extension Presentation Linkbase Document

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***XBRL (Extensive Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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/ Zuosheng Yu
  
Name: Zuosheng Yu

Title: Chairman and Chief Executive Officer and Chairman

(Principal Executive Officer)

Date: March 16, 2010February 15, 2013

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/ Zuosheng Yu Chairman and Chief Executive Officer and Director March 16, 2010February 15, 2013
YU, Zuosheng (Principal Executive Officer)  
     
/s/ John Chen Director and Chief Financial Officer and Director March 16, 2010February 15, 2013
CHEN, John (Principal Accounting and Financial Officer)  
     
/s/ Ross WarnerXiao Zeng Xu Director March 16, 2010February 15, 2013
WARNER, RossXU, Xiao Zeng    
     
/s/ Dan Li ZhangDirector andMarch 16, 2010
ZHANG, Dan LiGeneral Manager of Longmen Joint Venture
/s/ John WongJames Hu Independent Director March 16, 2010February 15, 2013
WONG, JohnHU, James    
     
/s/ Qing HaiAngela HeIndependent DirectorFebruary 15, 2013
HE, Angela
/s/ Qinghai Du Independent Director March 16, 2010February 15, 2013
DU, Qing HaiQinghai    
     
/s/ Zhong Kui Cao Independent Director March 16, 2010February 15, 2013
CAO, Zhong Kui    
     
/s/ Chris Wang Independent Director March 16, 2010February 15, 2013
WANG, Chris    
     
/s/ James HuYong Tao Si Independent Director March 16, 2010February 15, 2013
HU, JamesSI, Yong Tao    

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