[Registration No. 333-190131 PROSPECTUS CHINA GERUI ADVANCED MATERIALS GROUP LIMITED 500,000 Ordinary Shares This prospectus relates to the resale from time to time of 500,000 ordinary shares of China Gerui Advanced Materials Group Limited, which are Our ordinary shares are listed on the NASDAQ Global Select Market under the symbol “CHOP.” On July 24, 2013, the last reported per share]
[Registration No. 333-190131 PROSPECTUS CHINA GERUI ADVANCED MATERIALS GROUP LIMITED 500,000 Ordinary Shares This prospectus relates to the resale from time to time of 500,000 ordinary shares of China Gerui Advanced Materials Group Limited, which are Our ordinary shares are listed on the NASDAQ Global Select Market under the symbol “CHOP.” On July 24, 2013, the last reported per share]
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[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012. 3 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2012. 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March] [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: August 6, 2013 Zuosheng Yu Chief Executive Officer] [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: August 6, 2013 John Chen Chief Financial Officer]
[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012. 3 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2013 and 2012. 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March] [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: August 6, 2013 Zuosheng Yu Chief Executive Officer] [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: August 6, 2013 John Chen Chief Financial Officer]
[General Steel Reports Profitable First Quarter 2013 Financial Results GAAP EPS of $0.06 on Net Income of $3.1 Million GAAP Operating Income of $37.0 Million Operating Cash Flow of $3.9 Million BEIJING – August “We are very pleased the first quarter marked significant milestones in our returning to profitability and quarterly reporting,” said Henry Yu, Chairman and Chief Executive Officer] [1 This presentation is intended to be viewed in conjunction with the General Steel Holdings, Inc. first quarter 2013 earnings c all . First Quarter 2013 Earnings Call Presentation August 6, 2013 3 This presentation is intended to be viewed in conjunction with the General Steel Holdings, Inc. first quarter 2013 earnings c all . Agenda Operational A chievements and] []
[General Steel Reports Profitable First Quarter 2013 Financial Results GAAP EPS of $0.06 on Net Income of $3.1 Million GAAP Operating Income of $37.0 Million Operating Cash Flow of $3.9 Million BEIJING – August “We are very pleased the first quarter marked significant milestones in our returning to profitability and quarterly reporting,” said Henry Yu, Chairman and Chief Executive Officer] [1 This presentation is intended to be viewed in conjunction with the General Steel Holdings, Inc. first quarter 2013 earnings c all . First Quarter 2013 Earnings Call Presentation August 6, 2013 3 This presentation is intended to be viewed in conjunction with the General Steel Holdings, Inc. first quarter 2013 earnings c all . Agenda Operational A chievements and] []
[] [REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company C-I Party Parties This Recitals A. The Company and C-I desire to pursue a consulting and strategic relationship. B. Shares C. AGREEMENT Now, therefore 1. Definitions. For purposes of this Agreement: 1.1 Affiliate 1.2 Holder Section 9 1.3 FINRA 1 1.4 Participating Holders 1.5 Person 1.6 Registrable Securities Securities Act] [Number of Shares: 500,000 Date of Issuance: May 8, 2013 (subject to adjustment) CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Company Registered Holder Issuance Date Exercise Period Shares Purchase Price China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “ 1. Exercise Exercise Procedure Purchase/Exercise Form (a) Exercise Date Section 1(a) Exercise Date Section 1(c) (b) Issuance of] [CHINA GERUI ADVANCED MATERIALS GROUP LIMITED AGREEMENT Agreement Company C-I Party Parties This Recitals A. Consulting Agreement The Company desires to obtain the services of C-I, and C-I desires to provide consulting services to the Company, for the development of the Company’s strategic opportunities, and the Company and C-I have executed that certain Consulting Agreement, dated of even date herewith] [[Letterhead of Conyers Dill & Pearman] 25 July 2013 Matter No.: 894647 Doc Ref: RH/3085258v2 China Gerui Advanced Materials Group Limited 1 Shuanghu Development Zone Xinzheng City Zhengzhou, Henan Province China, 451191 Dear Sirs, China Gerui Advanced Materials Group Limited he “Company”) Re: Commission Registration Statement Additional Shares , For the purposes of giving this opinion, we have examined and] [CONSULTING AGREEMENT Agreement Effective Date Company Consultant Party Parties THIS CONSULTING AGREEMENT (this “ RECITALS A. The Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company, upon the terms and conditions set forth below. B. As of the Effective Date, Consultant and the Company have entered into that certain “ AGREEMENT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement of China Gerui Advanced Materials Group Limited of Form F-3 of our audit report dated April 30, 2013, relating to the consolidated financial statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and]
[] [REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company C-I Party Parties This Recitals A. The Company and C-I desire to pursue a consulting and strategic relationship. B. Shares C. AGREEMENT Now, therefore 1. Definitions. For purposes of this Agreement: 1.1 Affiliate 1.2 Holder Section 9 1.3 FINRA 1 1.4 Participating Holders 1.5 Person 1.6 Registrable Securities Securities Act] [Number of Shares: 500,000 Date of Issuance: May 8, 2013 (subject to adjustment) CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Company Registered Holder Issuance Date Exercise Period Shares Purchase Price China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “ 1. Exercise Exercise Procedure Purchase/Exercise Form (a) Exercise Date Section 1(a) Exercise Date Section 1(c) (b) Issuance of] [CHINA GERUI ADVANCED MATERIALS GROUP LIMITED AGREEMENT Agreement Company C-I Party Parties This Recitals A. Consulting Agreement The Company desires to obtain the services of C-I, and C-I desires to provide consulting services to the Company, for the development of the Company’s strategic opportunities, and the Company and C-I have executed that certain Consulting Agreement, dated of even date herewith] [[Letterhead of Conyers Dill & Pearman] 25 July 2013 Matter No.: 894647 Doc Ref: RH/3085258v2 China Gerui Advanced Materials Group Limited 1 Shuanghu Development Zone Xinzheng City Zhengzhou, Henan Province China, 451191 Dear Sirs, China Gerui Advanced Materials Group Limited he “Company”) Re: Commission Registration Statement Additional Shares , For the purposes of giving this opinion, we have examined and] [CONSULTING AGREEMENT Agreement Effective Date Company Consultant Party Parties THIS CONSULTING AGREEMENT (this “ RECITALS A. The Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company, upon the terms and conditions set forth below. B. As of the Effective Date, Consultant and the Company have entered into that certain “ AGREEMENT] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement of China Gerui Advanced Materials Group Limited of Form F-3 of our audit report dated April 30, 2013, relating to the consolidated financial statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and]
