Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER ("Agreement") made this 14th day of October, 2004 by and among American Construction Co.., a Nevada corporation ("Parent"), Northwest Steel Company, a Nevada corporation ("Merger...Agreement and Plan of Merger • October 19th, 2004 • American Construction Co • General bldg contractors - nonresidential bldgs • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
Exhibit 1.1 Initial Stage Joint Venture Agreement 1. GENERAL PROVISIONS 1.1 In accordance with the "Law of the P.R. China on Joint Venture Using Chinese and Foreign Investment" and other relevant published laws and regulations of China, the following...American Construction Co • October 25th, 2004 • General bldg contractors - nonresidential bldgs
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 24th, 2009 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2009, between General Steel Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.1 Baotou Steel - GSHI Special Steel Joint Venture Agreement BAOTOU IRON & STEEL (GROUP) CO., LTD. GENERAL STEEL INVESTMENT CO., LTD. DA QIU ZHUANG METAL SHEET CO., LTD. September 28, 2005 JOINT VENTURE AGREEMENT 1. GENERAL PROVISIONS 1.1 In...General Steel Holdings Inc • October 31st, 2005 • Steel works, blast furnaces & rolling & finishing mills
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2010 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 24, 2009, between General Steel Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT GENERAL STEEL HOLDINGS, INC.General Steel Holdings Inc • December 24th, 2009 • Steel works, blast furnaces & rolling & finishing mills
THIS SERIES COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the June __, 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from General Steel Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.
Shaanxi Longmen Iron & Steel Group Co., Ltd. General Steel Holdings Inc. Joint Venture Agreement Shaanxi Longmen Iron & Steel Group Co., Ltd. General Steel Holdings Inc.General Steel Holdings Inc • June 21st, 2007 • Steel works, blast furnaces & rolling & finishing mills
PLEDGE AGREEMENTPledge Agreement • December 14th, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of December 13, 2007, made by Zuo Sheng Yu, an individual with a principal place of business at c/o General Steel Holdings, Inc., Room 2315, Kun Tai International Mansion Building, Yi No 12, Chao Yang Men Wai Ave., Chao Yang District, Beijing 100020, People's Republic of China (the "Pledgor"), in favor of Hudson Bay Fund LP, a limited partnership organized under the laws of the state of Delaware, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
ContractEquity Pledge Agreement • April 1st, 2019 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
Equity Pledge Agreement This Equity Pledge Agreement (this "Agreement") has been executed by and among the following parties on December 19,2018 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Qianhaitong Technology Development Co., Ltd. (hereinafter "Pledgee") Address: Room 1209, Floor 12, No.12 Yabao Road, Chaowai, Chaoyang District, Beijing, China Party B: SHI Baoning (hereinafter "Pledgor") Address: Room 502, Unit 4, Block 6, Bihuali, Huayuan Road, Nankai District, Tianjin, China Party C: Beijing Ouruixi Medical Technology Co., Ltd. Address: Room 120808, Unit 2, Floor 7, Building 3, No.1 East Futong Street, Chaoyang District, Beijing, China
VOTING AGREEMENTVoting Agreement • May 10th, 2010 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • December 12th, 2018 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • Nevada
This Subscription Agreement (the "Agreement") dated as of November 29, 2018, has been executed by the undersigned (the "Subscriber") in connection with the offer and sale (the "Offering") of 14,285,715 shares (the "Shares") of common stock, $0.001 par value per share (the "Common Stock"), of General Steel Holdings, Inc., a Nevada corporation (the "Company"), at a price of US$0.035 per Share for an aggregate purchase price of US$500,000. The Offering of the Shares is being made in reliance upon the provisions of Regulation S ("Regulation S") promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). Upon the terms and subject to the conditions set forth herein, the Subscriber hereby agrees to purchase, and the Company hereby agrees to issue and sell the Shares. In consideration of the mutual promises, representations and warranties set forth herein, the Company and the Subscriber hereby agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 13, 2007, by and among General Steel Holdings, Inc., a Nevada corporation, with headquarters located at Room 2315, Kun Tai International Mansion Building, Yi No 12, Chao Yang Men Wai Ave., Chao Yang District, Beijing 100020, People's Republic of China (the "Company"), Zuo Sheng Yu and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 6th, 2016 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • Hong Kong
This Share Purchase Agreement (this "Agreement") is entered into on September 30, 2016 between General Steel Holdings, Inc., a Nevada Corporation (the "GSI") and Alternative Wealth Limited, a company limited by shares incorporated and existing under laws of British Virgin Islands ("AWL"). The parties to this Agreement are sometimes referred to individually as a "Party" and together as the "Parties."
English translation of the Loan between Tianjin Daqiuzhuang Metal Sheet Co., Ltd.to and Yang Pu Automotive Investment Limited) Loan AgreementGeneral Steel Holdings Inc • June 23rd, 2006 • Steel works, blast furnaces & rolling & finishing mills
On Nov. 15, 2005, Party B borrowed RMB24 million from Party A for business needs. The loan term shall be one year and the annual interest is calculated at 7%. Upon maturity of the loan term, Party B shall pay the principal sum to Party A.
December 24, 2009General Steel Holdings Inc • December 24th, 2009 • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
Technological Consulting AgreementTechnological Consulting Agreement • April 1st, 2019 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
Whereas Party A (the Engagor) needs to consult with Party B (the Consultant) regarding Yuda Medical Technology R&D project, and Party B is willing to accept Party A’s engagement and provide such consulting, the two parties, after friendly consultation, have entered into the agreement as follows in accordance with the provisions of the Contract Law of the People’s Republic of China.
SHARE TRANSFER AGREEMENT By General Steel Holdings, Inc. a company incorporated in Nevada and Tianjin Shuangsi Trading Co. Limited a company incorporated in China Dated as of July 31, 2019 SHARE TRANSFER AGREEMENTShare Transfer Agreement • August 6th, 2019 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • Nevada
This Share Transfer Agreement is made effective as of the 31st day of July, 2019 by and between General Steel Holdings, Inc., a company incorporated in Nevada (the “GSIH” or “Seller”) and Tianjin Shuangsi Trading Co. Limited, a company incorporated in China (“Tianjin Shuangsi” or “Buyer”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party”.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 18th, 2014 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
The undersigned (the “Subscriber”) hereby subscribes for 5,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of General Steel Holdings, Inc., a Nevada corporation (the “Company”), at a cash Purchase Price per share of $1.50 for an aggregate purchase price of $7,500,000 (the “Purchase Price”). The Subscriber acknowledges that the $1.50 per share price represents a 23% premium to the volume-weighted average closing price at the end of each trading day of the Common Stock on the New York Stock Exchange for the period from March 5, 2014 through July 11, 2014.
Debt Waive AgreementDebt Waive Agreement • September 29th, 2008 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
WHEREAS, Party B was not able to repay the full amount owned to Party A due to current operating status. Party B entered into a certain equity purchase agreement (the “Purchase Agreement”) with General Steel Holdings, Inc. (“General Steel”), and Tianjin Qiu Steel Investment Limited, a subsidiary owned in majority and controlled by General Steel (“Qiu Steel”), on June 25, 2008, pursuant to which Qiu Steel agreed to pay Party B RMB 50 Million Yuan (approximately USD $7.1 Million) in exchange for 99% of the equity of Party B;
December 24, 2009General Steel Holdings Inc • December 24th, 2009 • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
ACQUISITION AGREEMENT ______________________________________ Between GENERAL STEEL LIMITED (GSI) TIANJIN QIU STEEL INVESTMENT (Qiugang) (as GSI Parties) MAOMING HENGDA STEEL GROUP LIMITED (Henggang) BEIJING TIANCHENGHENGLI INVESTMENTS LIMITED MR....Acquisition Agreement • June 30th, 2008 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
This ACQUISITION AGREEMENT (this “Agreement”), dated as of June 25, 2008, by and between GENERAL STEEL LIMITED (“GSI”), TIANJIN QIU STEEL INVESTMENT (“Qiugang”; each Qiugang and General Steel, a “GSI Party”, and collectively, the “GSI Parties”), MAOMING HENGDA STEEL GROUP LIMITED (“Henggang”), BEIJING TIANCHENGHENGLI INVESTMENTS LIMITED and MR. CHEN CHAO (each a Henggang Party, and collectively called the “Henggang Parties”); each of the GSI Parties and the Henggang Parties, a “Party”, and collectively, the “Parties”).
Loan Contract Agricultural Bank of ChinaBill Acceptance Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
The interest rate shall be of annual rate: 7.533%, 35% floating upward (floating upward/downward) on the benchmark rate. The benchmark rate of a loan less than five years (included) shall be subject to the benchmark rate of RMB loan publicized by the People’s Bank of China in corresponding period; the benchmark rate of a loan more than five years shall be additional ___% based on benchmark rate of RMB loan publicized by the People’s Bank of China in corresponding period.
DEBT REPAYMENT AGREEMENTDebt Repayment Agreement • June 9th, 2010 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
Party A and Party B hereby enter into this agreement whereby Party A issues common shares of General Steel Holdings, Inc. (NYSE: GSI) to Party B as partial repayment of the debt owed by Party A to Party B:
Joint Venture Framework Agreement By and Between Shanxi Meijin Energy Group Co., Ltd. and General Steel Holdings Inc. May 13, 2010Venture Framework Agreement • May 18th, 2010 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
THIS JOINT VENTURE FRAMEWORK AGREEMENT (the “Agreement”) is made effective as of the 13th day of May, 2010 between Shanxi Meijin Energy Group Co., Ltd. (“Meijin Energy”) and General Steel Holdings, Inc. and any of its nominees or subsidiaries it nominates to effectuate the purposes of this Agreement (“General Steel”) (each a “Party” and together the “Parties”).
Exhibit B OA Agreement DEBT CANCELLATION AGREEMENTDebt Cancellation Agreement • August 25th, 2016 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • Hong Kong
This Debt Cancellation Agreement (this “ Agreement ”), is made as of August 19, 2016, among General Steel Holdings, Inc., a Nevada corporation (the “ Company ”), General Steel Investment Co., Ltd., a BVI company and wholly-owned subsidiary of the company (“GS Investment”), and Oriental Ace Limited (the “ Creditor ”).
December 24, 2009General Steel Holdings Inc • May 10th, 2010 • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
PURCHASE AGREEMENTPurchase Agreement • May 22nd, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
THIS PURCHASE AGREEMENT (together with all schedules, exhibits and all ancillary agreements contemplated herein are hereinafter referred to as this "Agreement"), is entered into as of the 18th of May, 2007 by and between General Steel Holdings, Inc. ("GSHO"), a Nevada corporation and Victory New Holdings Limited, a British Virgin Islands registered company (the "Selling Owner"). The Selling Owner is the minority owner of Tianjin Daqiuzhuang Metal Sheet Co., Ltd. (the "Daqiuzhuang Metal"), a subsidiary of GSHO. The Daqiuzhuang Metal is the subject of an independent valuation (the "Appraisal") by Tianjin Zhengtai Certified Public Accountants Co., Ltd. The Appraisal is attached as Exhibit A to this Agreement. Hereinafter, GSHO and the Selling Owner are each referred to individually as a "Party" and collectively as "Parties".
ContractVoting Rights Proxy and Financial Supporting Agreement • April 1st, 2019 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
Voting Rights Proxy and Financial Supporting Agreement This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is executed by and among the following Parties as of December 19, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A j: SHI Baoning Address: Room 502, Unit 4, Block 6, Bihuali, Huayuan Road, Nankai District, Tianjin, China Party A ②: LIU Zhenwei Address: No. 601, Unit 1, Block 10, YanyuanLi, Dinan Road, Nankai District, Tianjin, China Party A ③: LIU Zhiguang Address: Room 202, Unit 2, Block 34, Longjiyuan, Jingjin Highway, Xiazhuzhuang Street, Wuqing District, Tianjin, China
December 24, 2009General Steel Holdings Inc • May 10th, 2010 • Steel works, blast furnaces & rolling & finishing mills • New York
Reference is made to that certain (i) Warrant issued by General Steel Holdings, Inc. (the "Company") to the undersigned with an Issuance Date of December 13, 2007 (the "Existing Warrant") and (ii) Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the purchasers identified on the signature pages thereto pursuant to which the Company shall be issuing Common Stock and warrants for aggregate consideration of $25 million (the "New SPA"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant.
GENERAL STEEL HOLDINGS INC. SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2006 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 1st day of September 2005, by and between General Steel Holdings Inc., a Nevada corporation (the “Company”), and the undersigned investors (collectively, together with all successors and permitted assignors, the “Investor”).
transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Nevada, and to the...American Construction Co • September 12th, 2003 • General bldg contractors - nonresidential bldgs
ContractConsultation and Service Agreement • April 1st, 2019 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
Exhibit 10.4 Technical Consultation and Service Agreement This Technical Consultation and Service Agreement (this “Agreement”) is made and entered into by and between the following parties on December 19, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A:Beijing Qianhaitong Technology Development Co., Ltd. Address:Room 1209, Floor 12, No.12 Yabao Road, Chaowai, Chaoyang District, Beijing, China Party B:Beijing Ouruixi Medical Technology Co., Ltd. Address: Room 120808, Unit 2, Floor 7, Building 3, No.1 East Futong Street, Chaoyang District, Beijing, China Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
Baotou Steel - General Steel Special Steel Pipe Joint Venture Agreement (Amendment) BAOTOU IRON & STEEL GROUP CO., LTD. TIANJIN DAQIUZHUANG METAL SHEET CO., LTD.Joint Venture Agreement • April 30th, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills
The investment shall be used for purchasing equipment necessary to create four pipe production lines and working capital.
VOTING AGREEMENTVoting Agreement • December 14th, 2007 • General Steel Holdings Inc • Steel works, blast furnaces & rolling & finishing mills • New York
VOTING AGREEMENT, dated as of December 13, 2007 (this "Agreement"), by and among General Steel Holdings, Inc., a Nevada corporation (the "Company"), and the shareholders listed on the signature pages hereto under the heading "Shareholders" (each a "Shareholder" and collectively, the "Shareholders").
