GSIH General Steel Holdings Inc (CE)

On July 31, 2019, General Steel Holdings, Inc. (the “Company”), entered into a Share Transfer Agreement (the “Agreement”) with Tianjin Shuangsi Trading Co. Limited, a company incorporated in China (“Tianjin Shuangsi” or “Buyer”).  Pursuant to the terms of the Agreement, the Company will sell all of the issued and outstanding shares of General Steel Investment Co., Ltd. (“GSI BVI”), a wholly owned subsidiary of the Company, to the Buyer for a total of $300,000 (the “Transaction”), which value is primarily derived from GSI BVI’s direct wholly-owned operating entity 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 closing of the Transaction is subject to the approval by the shareholders of both parties.

The Agreement contains customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. Breaches of the representations and warranties will be subject to customary indemnification provisions.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.