Attached files
| file | filename |
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| EX-99.1 - GENERAL STEEL HOLDINGS INC | v184944_ex99-1.htm |
| EX-10.1 - GENERAL STEEL HOLDINGS INC | v184944_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13, 2010
General
Steel Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-33717
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41-2079252
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
Number)
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Room
2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai
Ave.,
Chaoyang
District, Beijing 100020
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
+ 86 (10) 58797346
(Former
name or former address, if changed since last report)
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On May
13, 2010, General Steel Holdings, Inc. ("General Steel") entered into a Joint
Venture Framework Agreement (the "Agreement") with Shanxi Meijin Energy Group
Co., Ltd. (“Meijin Energy”), a corporation formed under the laws of the People's
Republic of China.
Purpose
The
purpose of the Agreement is to set forth the preliminary terms of an
anticipated joint venture between General Steel and Meijin
Energy. General Steel and Meijin Energy intend to integrate and
expand Shanxi Meijin Iron and Steel Co., Ltd, an existing limited liability
company formed under the laws of the People's Republic of China ("Meijin Steel")
and currently owned by Meijin Energy. Meijin Steel will be located at Xigaobai
village, Dongyu town, Qingxu county, Shanxi province, People's Republic of
China.
Definitive
Agreement
The
establishment of the joint venture is subject to the receipt and satisfactory
review by General Steel of a written appraisal and related due diligence
materials pertaining to Meijin Energy. Following any such
satisfactory review, General Steel and Meijin Energy will execute a definitive
agreement (the “Definitive Agreement”) establishing the final terms to
consummate and govern the joint venture, including the terms discussed
below.
Capital
Contributions and Ownership
As part
of any consummation of the joint venture in accordance with the Definitive
Agreement, General Steel will contribute RMB440 million (approximately
$64,700,000) in cash or stock and shall thereafter hold a 55% interest in Meijin
Steel. Meijin Energy will contribute facilities, inventory, equipment
and land usage rights with an aggregate value equal to RMB360 million
(approximately $52,936,364) and shall thereafter retain a 45% interest in Meijin
Steel.
Directors
and Management
Meijin
Steel will have five (5) directors of which three (3) will be appointed by
General Steel and two (2) will be appointed by Meijin Energy. Meijin Steel will
have a management office consisting of one general manager, one vice general
manager and one chief financial officer. General Steel will appoint the chief
financial officer.
Duration
of Meijin Steel
The
duration of Meijin Steel will be 30 years from the date a business license is
granted and can be prolonged upon election of one party to the Agreement six
months before the expiration date of the Agreement, subject to the approval by
the Board of Directors of Meijin Steel.
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.
The
foregoing description of the Agreement is qualified in its entirety by the full
text thereof attached hereto as Exhibit 10.1 and incorporated herein by
reference. In connection with the execution of the Agreement, General
Steel issued the press release attached hereto as Exhibit 99.1.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
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Exhibit No.
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Document
Description
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10.1
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Joint
Venture Framework Agreement, dated May
13, 2010, by and between General Steel Holdings, Inc. and Shanxi Meijin
Energy Group Co., Ltd.
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99.1
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Press
release of General Steel Holdings, Inc. dated May 14,
2010
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SIGNATURE
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 thereunto
duly authorized.
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General
Steel Holdings, Inc.
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By:
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/s/
Zuosheng Yu
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Name:
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Zuosheng
Yu
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Title:
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Chairman
and Chief Executive Officer
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Dated:
May 18, 2010