8-K

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): June 16, 2011

 General Steel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33717	41-2079252
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Suite 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 16, 2011, General Steel Holdings, Inc. (the “Company”), Maoming Hengda Steel Co., Ltd. (“Maoming”), a subsidiary of the Company, and Tianjin Qiu Gang Investment Co. Ltd. entered into a Debt Repayment Agreement (the “Agreement”) with Guangzhou Hengda Industrial Group Ltd. (“Guangzhou Hengda”), a corporation formed under the laws of the People’s Republic of China, and its sole shareholder Ms. Ding Yumei whereby the Company issued 974,571 shares of its common stock (the “Shares”) to Ms. Ding Yumei, the designee and sole shareholder of Guangzhou Hengda, to partially repay the outstanding balance owed to Guangzhou Hengda.  The Company issued the Shares at a price of $5.00 per share thereby reducing the amount owed by $4,872,855.

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.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

The disclosures in Item 1.01 above are incorporated into this Item 3.02 by reference.  The issuance of the Shares was made in reliance upon an exemption from registration requirements of the Securities Act afforded by Section 4(2) of the Securities Act for offers and sales of securities that do not involve a public offering.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Document Description
10.1	Debt Repayment Agreement, dated June 16, 2011, by and among General Steel Holdings, Inc., Maoming Hengda Steel Co., Ltd., Tianjin Qiu Gang Investment Co. Ltd., Guangzhou Hengda Industrial Group Ltd. and Ms. Ding Yumei.

Forward-Looking Statements

This filing contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements are only predictions and are not guarantees of future performance.  Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties, certain assumptions and factors relating to the operations and business environments of General Steel Holdings, Inc. and its subsidiaries that may cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.  Although General Steel Holdings, Inc. believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to its management, General Steel Holdings, Inc. cannot guarantee future results or events.  General Steel Holdings, Inc. expressly disclaims a duty to update any of the forward-looking statement.

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.

General Steel Holdings, Inc.
By:	/s/ John Chen
Name:	John Chen
Title:	Director and Chief Financial Officer

Dated: June 20, 2011

EX-10.1

债务偿还协议

Debt Repayment Agreement

甲方： 通用钢铁控股有限公司

天津邱钢投资有限公司

茂名恒大钢铁有限公司

Party A: General Steel Holdings, Inc.

Tianjin Qiu Gang Investment Co., Ltd.

Maoming Hengda Steel Co., Ltd.

乙方： 广州恒大实业集团有限公司

丁玉梅女士

Party B: Guangzhou Hengda Industrial Group Ltd.

Ms. Ding Yumei

就甲方向乙方发行通用钢铁控股有限公司股份（NYSE：GSI）偿还部分欠款事宜，双方达成以下条款：

Party A and Party B hereby enter into this agreement that 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:

1．股份发行

Share Issuance

甲方依据本协议，将向发行974,571股通用钢铁控股有限公司股票给丁玉梅女士，每股按伍美元计算，以偿还甲方欠乙方的部分欠款；

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Party A, under this agreement, will issue 974,571 GSI shares to Ms. Ding Yumei, at the price of $5 dollars per share, to partially repay debt owed by Party A to Party B.

2．本协议经双方法定代表人或授权代表签字并加盖公章后生效。

This agreement will be effective after being stamped with the official seals of the two companies and signed by the legal representatives or the authorized representatives of the two parties.

3．本协议壹式肆份，甲、乙双方各执贰份，具有同等法律效力。

This Agreement is executed in four copies; Party A and Party B each holds two copies and each copy has the same legal effect.

甲方（盖章）：	乙方（盖章）：
Party A (official seal)	Party B (official seal)
代表（签字）：	代表（签字）：
Representative (signature)	Representative (signature)
2011年6月16日	2011年6月16日
June 16, 2011	June 16, 2011

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