Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 4, 2019, the board of directors
(the “
Board
”) of General Steel Holdings, Inc. (the “
Company
”), received resignation letters
from Mr. Zuosheng Yu, a member and Chairman of the Board and Chief Executive Officer of the Company (“CEO”), Mr. John
Chen, a member of the Board and Chief Financial Officer of the Company (“CFO”), Mr. Tong Yin, an independent director
of the Board, Mr. Zhongkui Cao, an independent director of the Board, and Mr. James Hu, an independent director of the Board, all
of which were effective on July 8, 2019. Mr. Yin, Mr. Cao and Mr. Hu also resigned as the members of the Corporate Governance and
Nominating Committee, the Audit Committee and the Compensation Committee of the Board, effective on July 8, 2019.
On July 5, 2019, the Board appointed Mr.
Baoning Shi, Mr. Zhiguang Liu and Mr. Wei Liu as the members of the Board, effective on July 8, 2019 to serve until their successors
have been duly elected and qualified or until their removal or earlier resignation or death.
On July 5, 2019, the Board also appointed
Mr. Baoning Shi as the Chairman of the Board and CEO of the Company and Mr. Zhiguang Liu as the CFO of the Company, effective on
July 8, 2019, until their removal or earlier resignation or death.
Mr. Baoning Shi, age 47, has served as
Chairman of Beijing Han River Investment Co., Ltd. since January 2015. Since November 2010, Mr. Shi has also served as Chairman
of Beijing Ouruixi Medical Technology Co., Ltd., a 100% controlled variable interest entity of the Company. From January 2011 to
December 2014, Mr. Shi served as a medical project partner of Beijing Cybernaut Investment Group. Mr. Shi received his Bachelor’s
Degree in Physics from Nankai University in July 1994.
Mr. Zhiguang Liu, age 45, has served as
Chief Executive Officer of Beijing Ouruixi Medical Technology Co., Ltd., a 100% controlled variable interest entity of the Company
since August 2018. From October 2016 to July 2018, Mr. Liu served as Managing Director of Boyattle (Beijing) Investment Co., Ltd.
From July 2012 to September 2016, Mr. Liu served as Vice President of Huayuan Fund. From January 2009 to June 2012, Mr. Liu served
as Managing Director of Beijing Ronde Fenghe Investment Co., Ltd. Mr. Liu received his Bachelor’s Degree in International
Economics and Trade from Beijing Wuzi University in July 1996.
Mr. Wei Liu, age 46, served as Vice President
of Shanghai Jiye Group from November 2017 to June 2019. From November 2016 to October 2017, Mr. Liu served as Marketing Director
of Anxin Zhongbao Technology Group Co., Ltd. From August 2014 to November 2016, Mr. Liu served as Marketing Manager of Sykes Enterprises,
Incorporated (Nasdaq: SYKE). Mr. Liu received his Bachelor’s Degree in Decoration and Design from Beijing Institute of Graphic
Communication in July 1993, his Master’s Degree in Project Management from Wuhan University in July 2011 and his EMBA Degree
from Shanghai Jiaotong University in September 2016.
Based on its investigation, the Board determined
that Mr. Wei Liu is “independent” under the independence requirements of Rule 10A-3 under the Securities Exchange Act
of 1934, and he does not have any relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.
Based on its review, the Board also determined
that Mr. Wei Liu qualifies as a “Non-Employee Director” as defined by Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, and an “outside director” under Section 162(m) of the Internal Revenue Code and related regulations.
Each of Mr. Baoning Shi and Mr. Zhiguang Liu was appointed as a member of the Board as an understanding
pursuant to the subscription agreements between the Company and Hummingbird Holdings Limited on August 24, 2018 and on November
29, 2018. Mr. Wei Liu was appointed as a member of the Board as an understanding pursuant to the Share Exchange Agreement by and
among the Company, Fresh Human Global Ltd., a Cayman Islands corporation (“FH”), and Hummingbird Holdings Limited,
the sole shareholder of FH, dated December 31, 2018 and the transactions contemplated thereby. There is no family relationship
between each of Mr. Baoning Shi, Mr. Zhiguang Liu or Mr. Wei Liu and any director or executive officer of the Company.
In connection with his appointment as CEO,
the Company entered into an employment agreement with Mr. Shi on July 8, 2019. The employment agreement provides that Mr. Shi will
receive compensation in the amount of RMB 31,000 (approximately $4,500) per month. The term of the employment agreement is for
three years, starting on July 8, 2019.
In connection with his appointment as CFO,
the Company entered into an employment agreement with Mr. Zhiguang Liu on July 8, 2019. The employment agreement provides that
Mr. Zhiguang Liu will receive compensation in the amount of RMB 31,000 (approximately $4,500) per month. The term of the employment
agreement is for three years, starting on July 8, 2019.
In connection with his appointment as an
independent director, the Company entered into a director agreement with Mr. Wei Liu on July 8, 2019. The director agreement provides
Mr. Wei Liu with compensation in the amount of RMB 13,700 (approximately $2,000) per month.
