[FORM 10-Q x For the quarterly period ended March 31, 2010 or o General Steel Holdings, Inc. Nevada 41-2079252 (State or other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) Room 2315, Kuntai International Mansion Building, Yi No. 12, Chaoyangmenwai Ave. Chaoyang District, Beijing, China 100020 +86(10)58797346 x o o o o Large accelerated filer x Accelerated filer o] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS Definitions 1.1 Acquiring Person Action “] [VOTING AGREEMENT Agreement Company Stockholders Stockholder Stockholders VOTING AGREEMENT, dated as of December 24, 2009 (this " WHEREAS, the Company and certain investors (each, an " Investor ", and collectively, the " Investors ") have entered into a Securities Purchase Agreement, dated as December __, 2009 (the " Securities Purchase Agreement Company's common stock, par value $0.001 per share (the] [December 24, 2009 FACSIMILE and FEDEX General Steel Holdings, Inc. Room 2315, Kuntai International Mansion Building, Yi No. 12, Chaoyangmenwai Ave. Chaoyang District, Beijing, China 100020 Gentlemen: Company New SPA General Steel Holdings, Inc. December 24, 2009 5. This letter agreement may be executed in any number of counterparts, which together shall constitute one and the same agreement. In the] [December 24, 2009 FACSIMILE and FEDEX General Steel Holdings, Inc. Room 2315, Kuntai International Mansion Building, Yi No. 12, Chaoyangmenwai Ave. Chaoyang District, Beijing, China 100020 Gentlemen: Company New SPA General Steel Holdings, Inc. December 24, 2009 4. This letter agreement may be executed in any number of counterparts, which together shall constitute one and the same agreement. In the] [18 U.S.C. SECTION 1350, SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zuosheng Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of General Steel Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [18 U.S.C. SECTION 1350, SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Chen, certify that: 1. I have reviewed this quarterly report on Form 10-Q of General Steel Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1) 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2010 Zuosheng Yu Chief Executive Officer EX-32.1 8 v184110_ex32-1.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1) 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 10, 2010 John Chen Chief Financial Officer EX-32.2 9 v184110_ex32-2.htm]