UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
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Preliminary Information Statement
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Definitive Information Statement
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Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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GENERAL STEEL HOLDINGS, INC.
(Name of Registrant as Specified In Its
Charter)
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No fee required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee previously paid with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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Date Filed:
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INFORMATION STATEMENT
OF
GENERAL STEEL HOLDINGS, INC.
Room 803, Tower 1, Building B, Wangjing SOHO
Chaoyang District, Beijing, China 100102
Notice of Shareholder Action by Written Consent
●
, 2019
To the Shareholders of General Steel Holdings,
Inc.:
We are furnishing this
Information Statement to the shareholders of General Steel Holdings, Inc., a Nevada corporation (the “Company”), under
Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nevada law. This Information
Statement advises the Company’s shareholders of actions taken and approved on July 31, 2019, by unanimous written consent
of the Company’s Board of Directors and the subsequent adoption of such actions by the holder of Common Stock and Series
A Preferred Stock of the Company on July 31, 2019 (the “Stockholder Consent”), representing in the aggregate, 80.45%
of the combined voting power of the Common Stock and Series A Preferred Stock outstanding on such date (the “Majority Shareholder”),
to transfer all of the issued and outstanding capital stock of General Steel Investment Co., Ltd. (“GSI BVI”),
a wholly owned subsidiary of the Company to Tianjin Shuangsi Trading Co. Limited (the “Transaction”).
SHAREHOLDERS ARE
NOT BEING ASKED FOR PROXIES TO VOTE THEIR SHARES WITH RESPECT TO THE TRANSACTION. NO PROXY CARD HAS BEEN ENCLOSED WITH THIS INFORMATION
STATEMENT AND NO MEETING OF SHAREHOLDERS WILL BE HELD TO CONSIDER THE TRANSACTION.
The Transaction will
not be consummated until at least 20 days after the date of the mailing of this Information Statement to the Company’s shareholders.
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement
contains a description of the Transaction. We encourage you to read the Information Statement thoroughly. You may also obtain information
about us from publicly available documents filed with the Securities and Exchange Commission.
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By Order of the Board of Directors,
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/s/ Baoning Shi
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Baoning Shi
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Chief Executive Officer and Chairman of the Board
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August ●, 2019
Beijing, China
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GENERAL STEEL HOLDINGS, INC.
Room 803, Tower 1, Building B,
Wangjing SOHO
Chaoyang District, Beijing, China 100102
NOTICE OF ADOPTION AND APPROVAL OF TRANSACTION
BY WRITTEN CONSENT OF SHAREHOLDERS
●, 2019
To the Shareholders of General Steel Holdings, Inc.:
NOTICE IS HEREBY GIVEN,
pursuant to Nevada Revised Statutes (“NRS”) 78.320 that, on July 31, 2019, the holder of 80.45% of the combined voting
power of the Common Stock and Series A Preferred Stock of General Steel Holdings, Inc., a Nevada corporation (“we,”
“us” or the “Company”), acting by written consent without a meeting of shareholders, authorized, adopted
and approved to transfer all of the issued and outstanding capital stock of General Steel Investment Co., Ltd., a wholly
owned subsidiary of the Company to Tianjin Shuangsi Trading Co. Limited (the “Transaction”).
As permitted by Nevada
law, no meeting of the shareholders of the Company is being held to vote on the approval of the Transaction. The Transaction is
described in detail in the enclosed Information Statement.
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By Order of the Board of Directors,
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/s/Baoning Shi
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Baoning Shi
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Chief Executive Officer and Chairman of the Board
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General
Steel Holdings, Inc.
INFORMATION STATEMENT
Introduction
This Information Statement is being furnished
to the shareholders of General Steel Holdings, Inc., a Nevada corporation (the “Company”), in connection with the
prior approval of our Board of Directors of, and receipt of approval by written consent of the holder of the majority of the combined
voting power of the Common Stock and Series A Preferred Stock of the Company for the transfer of all issued and outstanding capital
stock of General Steel Investment Co., Ltd. (“GSI BVI”), a wholly owned subsidiary of the Company to Tianjin
Shuangsi Trading Co. Limited (the “Transaction”). On July 31, 2019, Company entered into a Share Transfer Agreement
(the “Agreement”) with Tianjin Shuangsi Trading Co. Limited, a company incorporated in China (“Tianjin Shuangsi”
or “Buyer”). The Buyer is controlled by Zuosheng Yu, who was the Chairman and Chief Executive Officer of the
Company until July 8, 2019. Pursuant to the terms of the Agreement, the Company will sell all of the issued and outstanding shares
of GSI BVI to the Buyer for a total of $300,000 (“Purchase Price”), which value is primarily derived from GSI BVI’s
direct wholly-owned operating subsidiary Tongyong Shengyuan (Tianjin) Technology Development Co., Ltd. (“Tongyong”)
and Tongyong’s 32% owned subsidiary Tianwu Tongyong (Tianjin) International Trade Co., Ltd. (“Tianwu”). The $300,000
purchase price will be paid by cancellation of the payables owed by the Company to the Buyer, including its principal amount and
interest accrued. The net equity value was based upon the preliminary evaluation of GSI BVI and its subsidiaries by Beijing Lixin
Donghua Assets Evaluation Co., Ltd. (“Beijing Lixin”). If the final evaluation amount of GSI BVI and its subsidiaries
by Beijing Lixin is no more than 10% higher or lower than the Purchase Price, the parties agree there will be no change to the
Purchase Price. If the final evaluation amount of GSI BVI and its subsidiaries by Beijing Lixin is more than 10% higher or lower
than the Purchase Price, the parties agree to renegotiate the purchase price based on the final evaluation amount. If no agreement
can be reached through negotiation, the parties agree to engage a new evaluation firm to reevaluate the value of GSI BVI and its
subsidiaries and use the new evaluation result as the final purchase price of all the issued and outstanding capital stock of
GSI BVI. The Company has the right to appoint the new third party evaluation firm. The closing of the Transaction is subject to
the approval by the shareholders of both parties. A copy of Share Transfer Agreement was filed as Exhibit 99.1 to the Company’s
current report on Form 8-K with United States Securities and Exchange Commission (the “SEC”) on August 6, 2019.
The Board of Directors
believes that the approval of the Transaction is in the best interest of the Company and its shareholders and will allow the Company
to better focus on its new business line and reduce its accounts payable. Accordingly, on July 31, 2019, the Board approved the
Transaction, and recommended that the Transaction be presented to the shareholder holding a majority of the combined voting power
of the Common Stock and Series A Preferred Stock of the Company.
As of July 31, 2019, there were 46,013,956
shares of Common Stock of the Company issued and outstanding and 3,092,899 shares of Series A Preferred Stock of the Company issued
and outstanding. Each holder of Common Stock is entitled to one vote for each share held by such holder and the Series A Preferred
Stock have voting power equal to 30% of the combined voting power of our Common Stock and Preferred Stock.
The stockholder holding in the aggregate
23,213,751 shares of Common Stock and 3,092,899 shares of Series A Preferred Stock, collectively representing 80.45% of the combined
voting power of our Common Stock and Preferred Stock outstanding on such date, approved the Transaction. (the “Consent Action”).
WE ARE NOT ASKING
YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. NO PROXY CARD HAS BEEN ENCLOSED AND NO MEETING OF SHAREHOLDERS WILL
BE HELD TO CONSIDER THE NAME CHANGE.
The Transaction will
not be consummated until at least 20 calendar days following the date of mailing of this Information Statement to our shareholders.
This Information Statement
is furnished for the purposes of informing shareholders of the Consent Action prior to the consummation of the Transaction in the
manner required under the Securities Exchange Act of 1934, as amended, and under Nevada Law. This Information Statement is first
being mailed on or about ●, 2019 to holders of record of Common Stock as of the close of business on July 31, 2019 (the “Record
Date”).
Voting Securities and Principal Holders Thereof
As of July 31, 2019,
there were 46,013,956 shares of Common Stock of the Company issued and outstanding and 3,092,899 shares of Series A Preferred Stock
of the Company issued and outstanding.
The following table
sets forth, as of July 31, 2019, certain information with respect to the beneficial ownership of the Company’s voting securities
by (i) any person (including any “group” as set forth in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) known by us to be the beneficial owner of more than five percent (5%)
of any class of our voting securities, (ii) each director, (iii) each of the named executive officers, and (iv) all
of our directors and executive officers as a group. Shares which the person or group has the right to acquire within 60 days of
July 31, 2019, are deemed to be outstanding in calculating the percentage ownership of the person or group, but are not deemed
to be outstanding as to any other person or group.
Unless otherwise indicated in the footnotes,
the principal address of each of the shareholders, named executive officers, and directors below is c/o General Steel Holdings,
Inc., Room 803, Tower 1, Building B, Wangjing SOHO, Chaoyang District, Beijing, China 100102
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Amount of Shares
Beneficially Owned
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Name and Address of Beneficial Owner
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Common Stock
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Series A
Preferred Stock
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Percent of
Voting Power
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Baoning Shi
(1)
Chief Executive Officer and Chairman of the Board of Directors
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23,213,751
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3,092,899
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80.45
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%
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Zhiguang Liu
Chief Financial Officer and Director
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1,300,000
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—
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2.83
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%
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Wei Liu
Director
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—
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—
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—
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All Directors and Officers (3 people)
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24,513,751
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3,092,899
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83.28
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%
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5% Owners
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Hummingbird Holdings Limited
(1)
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23,213,751
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—
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50.45
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%
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Series A Preferred Stock
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Hummingbird Holdings Limited
(1)
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3,092,899
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30.0
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%
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(1)
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Consists of 23,123,751 shares of Common Stock and 3,092,899 shares of Series A Preferred Stock of the Company directly owned by Hummingbird Holdings Limited (“Hummingbird”), a British Virgin Islands company. Baoning Shi is the sole director and owner of Hummingbird.
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On July 31, 2019, the
Board approved the Transaction, and recommended that the Company’s shareholders approve the same. On July 31, 2019, Hummingbird
Holdings Limited which held in the aggregate 23,213,751 shares of Common Stock and 3,092,899 shares of Series A Preferred Stock,
collectively representing 80.45% of the combined voting power of our Common Stock and Preferred Stock outstanding approved the
Transaction by written consent. Our Chairman and Chief Executive Officer, Mr. Baoning Shi, is the beneficial holder of all of the
Company’s Common Stock and Series A Preferred Stock held by Hummingbird.
Dissenters’ Rights of Appraisal
The Nevada Revised Statutes do not provide
for appraisal rights in connection with the actions described above.
Effective Date
Pursuant to Rule 14c-2
promulgated pursuant to the Exchange Act, the transfer of all the issued and outstanding capital stock of GSI BVI will not become
effective until at least twenty (20) days after the date on which this Information Statement is filed with the Commission and a
copy hereof has been mailed to each of our shareholders. The Company has entered into a Share Transfer Agreement (“Agreement”)
to transfer all of the issued and outstanding capital stock of GSI BVI to Tianjin Shuangsi Trading Co. Limited (“Tianjin
Shuangsi”) on July 31, 2019. However, the Transaction contemplated in the Agreement will not be consummated until all the
closing conditions are met including the shareholders’ approval by both parties, which should be at least the 20 calendar
days after distribution of this Information Statement to the Company’s stockholders. The Company anticipates that this Information
Statement will be mailed or furnished to our shareholders on or about ●, 2019. Therefore, the Company anticipates
that the Transaction will be consummated on or about ●, 2019, or such later date as other closing conditions and requirements
of the Transaction are satisfied.
Householding of Materials
The SEC has adopted
rules that permit companies and intermediaries to satisfy the delivery requirements for information statements with respect
to two or more security holders sharing the same address by delivering a single information statement addressed to those security
holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security
holders and cost savings for companies.
We will deliver only
one Information Statement to multiple stockholders sharing an address unless the Company has received contrary instructions from
one or more of the stockholders. The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the
Information Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A
stockholder can notify the Company that the stockholder wishes to receive a separate copy of the Information Statement by contacting
the Company at the address Room 803, Tower 1, Building B, Wangjing SOHO, Chaoyang District, Beijing, China 100102 or telephone
at 86-10-86-64709625 .
Where You Can Find Additional
Information
We file annual, quarterly
and current reports, proxy and information statements and other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Section at the Securities
and Exchange Commission at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-732-0330. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information about issuers that file electronically with the SEC. The address of that site is
http://www.sec.gov
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Conclusion
As a matter of regulatory
compliance, we are sending you this Information Statement, which describes the purpose and effect of the above action. Your
consent to the above action is not required and is not being solicited in connection with this action. This Information
Statement is intended to provide our shareholders information required by the rules and regulations of the Securities Exchange
Act of 1934. Please carefully read this Information Statement.
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By Order of the Board of Directors
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/s/Baoning Shi
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By: Baoning Shi
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Chief Executive Officer and Chairman of the Board
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Dated: August ●, 2019
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