SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2005
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GENERAL STEEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF NEVADA 333-105903 412079252
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
100037
(Zip Code)
10th Floor, No. 3 Nan Li Shi Road A,
Haitong Building, Xicheng District,
Beijing) P. R. China
(Address of Principal Executive
Offices)
Incorp Services Inc.
6075 S. Eastern Avenue
Suite 1, Las Vegas, Nevada, 89119-3146
Tel: (702) 866-2500
(Name, Address and Telephone Number for Agent for Service)
(480) 695-7283
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
(a)(1) Date of Entry into Agreement and Identity of Parties
On September 28, 2005, General Steel Investment Co., Ltd., a limited liability
company formed under the laws of the British Virgin Islands and wholly owned
subsidiary of the Registrant ("General Steel"), entered into a certain
Baotou-GSHI Special Steel Joint Venture Agreement (the "Agreement") with Da Qiu
Zhuang Metal Sheet Co., Ltd., a limited liability company formed under the laws
of the People's Republic of China and a subsidiary of the Registrant ("DQ") and
Baotou Iron and Steel (Group) Co., Ltd., a limited liability company formed
under the laws of the People's Republic of China (the "Baotou Steel").
(a)(2) Terms and Conditions of the Agreement
Purpose
The purpose of the Agreement was to form a new joint venture company, Baotou
Steel - General Steel Special Steel Joint Venture Company Limited, a limited
liability company formed under the laws of the People's Republic of China (the
"Joint Venture Company"). The Joint Venture Company will be located at Kundulun
District, Baotou City, Inner Mongolia, China. The stated purposes of the Joint
Venture Company are, among others, to produce and sell special steel and to
improve the product quality and the production capacity and competitiveness by
adopting advanced technology in the production of steel products. The Joint
Venture Company shall have a capacity of producing 600,000 of specialty steel
products a year.
Capital Contributions
The Agreement states that the initial capital of the Joint Venture Company will
be US$30,000,000, and the registered capital will be approximately
US$24,000,000.
The Agreement sets outs the initial contributions of each party to the Agreement
to the Joint Venture Company. Baotou Steel will contribute land, existing
equipment and materials. General Steel and DQ will each contribute cash.
Ownership
The Agreement states that Baotou Steel will have a 49% ownership interest,
General Steel will have a 31% ownership interest and General Steel's subsidiary,
DQ will have a 20% ownership interest, respectively, in the Joint Venture
Company
Directors and Management
The Agreement states that there will be seven (7) directors of which three (3)
will be appointed by Baotou Steel, two (2) will be appointed by General Steel
and two (2) will be appointed by DQ. The chairmen of the board will be appointed
by Baotou Steel and the vice chairman will be appointed by DQ. The Agreement
states that certain major issues will require the unanimous approval of the
directors present at the board meeting, and all other issues will be discussed
and approved by two thirds of directors present at the board meeting.
The Joint Venture Company will have a management office consist of one general
manager, three vice general managers and one chief financial officer. Baotou
Steel will appoint the general manager, General Steel will appoint one vice
general manager and DQ will appoint the chief financial officer. Two additional
vice general managers will be hired by recommendation of Baotou Steel.
Duration of the Joint Venture Company
The duration of Joint Venture Company will be 30 years and can be prolonged upon
suggestion of one party to the Agreement six months before the expiration date
of the Agreement and upon the approval by the Board of Directors.
Miscellaneous Provisions
In addition, the Agreement sets out various administrative provisions relating
to the Agreement, including, but not limited to, labor management, taxes,
foreign exchange control, disposal of assets upon liquidation, insurance, force
majeure and amendment and termination of the Agreement.
Item 3.02 Unregistered Sales of Equity Securities
General Steel concluded a private placement pursuant to Regulation D of the
Securities Act of 1933. The purpose of the private placement was to raise a
total of $1,765,000 to finance the transactions contemplated under the
Agreement.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibits are filed as part of this report:
10.1 Baotou Steel - GSHI Special Steel Joint Venture Agreement dated
September 28, 2005 entered by and among Baotou Iron & Steel (Group) Co., Ltd.,
General Steel Investment Co., Ltd. and Da Qiu Zhuang Metal Sheet Co., Ltd.
99.1 Press Release of General Steel Holdings, Inc., dated October 3, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 31, 2005 GENERAL STEEL HOLDINGS, INC.
(Registrant)
By: /s/ John Chen
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John Chen
Chief Financial Officer