[General Steel Receives NYSE Notification Regarding Closing Price Requirement Under NYSE’s Continued Listing Standard BEIJING – July 25, 2013 -- The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, the Company has a closing share price of at least $1.00 and an] []
[] [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]
[TABLE OF CONTENTS PART I ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 12 ITEM 1B. UNRESOLVED STAFF COMMENTS 24 ITEM 2. PROPERTIES 24 ITEM 3. LEGAL PROCEEDINGS 26 ITEM 4. MINE SAFETY DISCLOSURES 26 PART II ITEM 5. 26 ITEM 6. SELECTED FINANCIAL DATA 26 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27] [Subsidiary Percentage General Steel Investment Co., Ltd. British Virgin Islands 100.0 % General Steel (China) Co., Ltd. P.R.C. 100.0 % Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd. P.R.C. 80.0 % Yangpu Shengtong Investment Co., Ltd. P.R.C. 99.1 % Tianwu General Steel Material Trading Co., Ltd P.R.C. 60.0 % Tianjin Qiu Steel Investment Co., Ltd. P.R.C.] [Certification I, Zuosheng Yu, certify that: 1. I have reviewed this Annual Report on Form 10-K 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 statements made, in light of the circumstances under which such statements] [Certification I, John Chen, certify that: 1. I have reviewed this Annual Report on Form 10-K 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 statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Zuosheng Yu Chief Executive Officer June 17, 2013 John Chen Chief Financial Officer (Principal Financial Officer) June 17, 2013]
[TABLE OF CONTENTS PART I ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 12 ITEM 1B. UNRESOLVED STAFF COMMENTS 24 ITEM 2. PROPERTIES 24 ITEM 3. LEGAL PROCEEDINGS 26 ITEM 4. MINE SAFETY DISCLOSURES 26 PART II ITEM 5. 26 ITEM 6. SELECTED FINANCIAL DATA 26 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 27] [Subsidiary Percentage General Steel Investment Co., Ltd. British Virgin Islands 100.0 % General Steel (China) Co., Ltd. P.R.C. 100.0 % Baotou Steel – General Steel Special Steel Pipe Joint Venture Co., Ltd. P.R.C. 80.0 % Yangpu Shengtong Investment Co., Ltd. P.R.C. 99.1 % Tianwu General Steel Material Trading Co., Ltd P.R.C. 60.0 % Tianjin Qiu Steel Investment Co., Ltd. P.R.C.] [Certification I, Zuosheng Yu, certify that: 1. I have reviewed this Annual Report on Form 10-K 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 statements made, in light of the circumstances under which such statements] [Certification I, John Chen, certify that: 1. I have reviewed this Annual Report on Form 10-K 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 statements made, in light of the circumstances under which such statements] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Zuosheng Yu Chief Executive Officer June 17, 2013 John Chen Chief Financial Officer (Principal Financial Officer) June 17, 2013]
[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements] [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: June 17, 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: June 17, 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 September 30, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements] [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: June 17, 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: June 17, 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 June 30, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements] [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: June 11, 2013 Zuosheng Yu Chief Executive Officer EX-32.1 4 v346817_ex32-1.htm CERTIFICATION] [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: June 11, 2013 John Chen Chief Financial Officer EX-32.2 5 v346817_ex32-2.htm CERTIFICATION]
[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements] [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: June 11, 2013 Zuosheng Yu Chief Executive Officer EX-32.1 4 v346817_ex32-1.htm CERTIFICATION] [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: June 11, 2013 John Chen Chief Financial Officer EX-32.2 5 v346817_ex32-2.htm CERTIFICATION]
[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements of Cash] [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: June 11, 2013 Zuosheng Yu Chief Executive Officer EX-32.1 4 v346815_ex32-1.htm CERTIFICATION] [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: June 11, 2013 John Chen Chief Financial Officer EX-32.2 5 v346815_ex32-2.htm CERTIFICATION]
[Table of Contents Page Part I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements. 3 Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011. 3 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2012 and 2011. 4 Condensed Consolidated Statements of Changes In Deficiency. 5 Condensed Consolidated Statements of Cash] [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: June 11, 2013 Zuosheng Yu Chief Executive Officer EX-32.1 4 v346815_ex32-1.htm CERTIFICATION] [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: June 11, 2013 John Chen Chief Financial Officer EX-32.2 5 v346815_ex32-2.htm CERTIFICATION]
