F-3

As filed with the Securities and Exchange Commission on July 25, 2013

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_________________________________________

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

(Exact name of registrant as specified in its charter)

_________________________________________

British Virgin Islands	N/A
(State or Other Jurisdiction of Incorporation or	(I.R.S. Employer Identification Number)
Organization)

1 Shuanghu Development Zone

Xinzheng City

Zhengzhou, Henan Province 451191

People’s Republic of China

(86)-371-62568634

(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)

_________________________________________

Copies of Correspondence to:
Thomas M. Shoesmith, Esq. Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, CA 94304 (650) 233-4500	Woon-Wah Siu, Esq. Pillsbury Winthrop Shaw Pittman LLP Suite 4201, Bund Center 222 Yan An Road East, Huangpu District Shanghai, 200002, China (86) 21-6137-7999
(Name, Address and Telephone Number of Agent For Service)

_________________________________________

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 ––––––––––––––––

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment for an offering pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of  Securities To Be Registered	Amount To Be Registered (1)			Proposed Maximum  Offering  Price Per Unit			Proposed Maximum  Aggregate Offering Price		Amount Of Registration Fee
Warrant					-			-
Ordinary Shares underlying the Warrant, no par value		500,000	(2)	$	2.20	(3)	$	1,100,000	$	151

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is also registering hereunder an indeterminate number of additional ordinary shares that may be issued and resold to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Represents ordinary shares being registered for resale by certain selling shareholder issuable upon exercise of the five-year warrant held by such selling shareholder named in this registration statement.

(3) Calculated in accordance with Rule 457(g)(1) under the Securities Act based on the warrant exercise price of $2.20 per share.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Subject to completion, dated July 25, 2013

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

500,000 Ordinary Shares

This prospectus relates to the resale from time to time of 500,000 ordinary shares of China Gerui Advanced Materials Group Limited, which are issuable upon exercise of a five-year warrant owned by the selling shareholder named in this prospectus.

We will not receive any proceeds from the sales by the selling shareholder, but we will receive funds from the cash exercise of the warrant held by the selling shareholder. The selling shareholder identified in this prospectus, or its pledgee, donee, transferee or other successor-in-interest, may offer the ordinary shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to prevailing market prices or at privately negotiated prices.

Our ordinary shares are listed on the NASDAQ Global Select Market under the symbol “CHOP.” On July 24, 2013, the last reported per share sale price of our ordinary share was $1.64.

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risk factors beginning on page 2 of this prospectus and set forth in the documents incorporated by reference herein before making any decision to invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2013

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
USE OF TERMS	1
RISK FACTORS	2
FORWARD-LOOKING STATEMENTS	3
REASONS FOR THE OFFER AND USE OF PROCEEDS	4
SELLING SHAREHOLDER	9
PLAN OF DISTRIBUTION	10
LEGAL MATTERS	11
ENFORCEMENT OF CIVIL LIABILITIES	11
EXPERTS	11
INDEMNIFICATION	12
WHERE YOU CAN FIND MORE INFORMATION	12
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	12

You should rely only on the information provided or incorporated by reference in this prospectus or any prospectus supplement. Neither we nor the selling shareholder has authorized anyone to provide you with additional or different information. The selling shareholder is not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus and any prospectus supplement is accurate only as of the date on the front of the document and that information incorporated by reference in this prospectus or any prospectus supplement is accurate only as of the date of the document incorporated by reference.

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PROSPECTUS SUMMARY

This summary highlights information about us and the ordinary shares being offered by this prospectus. This summary is not complete and may not contain all of the information that you should consider prior to investing in our securities. You should read this prospectus, including all documents incorporated herein by reference, together with additional information described under the heading “Where You Can Find More Information.”

USE OF TERMS

Except as otherwise indicated by the context, references in this Registration Statement to:

· “China Gerui,” “we,” “us,” or “our,” and the “Company,” are references to the combined business of China Gerui Advanced Materials Group Limited, a British Virgin Islands company, and its wholly-owned subsidiary, Wealth Rainbow Development Limited, or “Wealth Rainbow,” a Hong Kong company, Wealth Rainbow’s wholly-owned PRC subsidiary, Henan Green Complex Materials Co., Ltd., or “Henan Green,” and Henan Green’s wholly-owned PRC subsidiary, Zhengzhou No. 2 Iron and Steel Company Limited, or “Zhengzhou Company.”

· “COAC,” are references to China Opportunity Acquisition Corp., a Delaware corporation that merged with and into China Gerui;

· “China” and “PRC,” are references to the People’s Republic of China;

· “BVI,” are references to the British Virgin Islands;

· “Hong Kong,” are references to the Hong Kong Special Administrative Region of China;

· “RMB,” are references to Renminbi, the legal currency of China;

· “U.S. dollars,” “$” and “US$,” are references to the legal currency of the United States;

· “SEC” and “Commission,” are references to the U.S. Securities and Exchange Commission; and

· “Securities Act,” are references to the Securities Act of 1933, as amended, and references to “Exchange Act” are references to the Securities Exchange Act of 1934, as amended.

China Gerui Advanced Materials Group Limited

We are a leading China-based, non-state-owned contract manufacturer of high precision cold-rolled narrow strip steel products. We convert steel manufactured by third parties into thin steel sheets and strips according to our customers’ specifications. We produce precision ultra-thin, high-strength cold-rolled steel products, with thicknesses starting from 0.05 mm width up to 600 mm and tolerance +/- 0.003mm. We sell our products to domestic Chinese customers who primarily operate in the food and industrial packaging, construction and household decorations materials, electrical appliances, and telecommunications wires and cables industries. The cold-rolled precision steel industry is relatively new in China. Manufacturers of products that use specialty precision steel products, including our customers, traditionally imported raw materials from Japan, South Korea, the European Union and the United States.

Prior to 2009, we produced and sold unplated steel sheets to manufacturers or distributors which then further treated or outsourced our products for tin or zinc plating to produce tinplate or zinc-plated steel, or for electrolytic chromic acid treatments to produce chromium plated steel, according to customer specifications. We added chromium plating facilities in December 2008 and launched mass production of chromium plated steel products in February 2009.

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Our PRC manufacturing facility is located in Zhengzhou, Henan Province. We currently operate eleven sets of cold-rolled steel production lines with a current annual steel processing capacity of approximately 500,000 metric tons and two chromium-plating production lines with total annual processing capacity of approximately 250,000 metric tons. We recently completed our capacity expansion program, which involved the construction of three new cold-rolled steel production lines with 250,000 tons of total annual capacity and a chromium plating line capable of processing 200,000 tons of cold-rolled steel per annum. The first phase of our production capacity expansion program, with total annual capacity of 150,000 tons, was completed during 2011, and normal production operations commenced in July 2011. The second phase of our capacity expansion program, the construction of an additional 100,000 tons of cold-rolled production capacity, was completed in the first quarter of 2012 and the production operation was launched in the third quarter of 2012. This recent expansion will increase our product offerings, which we believe will increase our profit margin. Newly-added capacity to produce these types of high-end plated steel products will enable us to enhance our higher-margin product offering to meet the increasing demand in the China market for high-end cold-rolled steel products.

Our revenue has increased from $253.9 million in 2010 to $341.8 million in 2011 and then decreased to $265.5 million in 2012, representing a compounded annual growth rate, or CAGR, of approximately 2.3% from 2010 to 2012. Our net income increased from $47.1 million in 2010 to $57.6 million in 2011 and decreased to $26.1 million in 2012, representing a CAGR of (25.6)% from 2010 to 2012.

As a net importer of high-end precision products, China currently still lacks the capability to produce high-end precision steel products. Our success in the past mainly came from being able to expand into products which replace expensive imported products and being able to manufacture these types of products at a cost-efficient level compared to other domestic Chinese manufacturers. We believe our technology and product development capability has been a key factor in our success.

We were incorporated in BVI on March 11, 2008 under the BVI Business Companies Act, 2004. We were incorporated solely for the purpose of acquiring the issued share capital of Wealth Rainbow. Our registered office is Palm Grove House, PO Box 438, Road Town, Tortola, BVI and our registered agent is Equity Trust (BVI) Limited of Palm Grove House, PO Box 438, Road Town, Tortola, BVI. Our business operations are conducted through our wholly-owned indirect subsidiary, Henan Green. Our principal executive offices are located at 1 Shuanghu Development Zone, Xinzheng City, Zhengzhou, Henan Province 451191, People’s Republic of China. Our telephone number is (86)-371-62568634.

The Offering

The summary below describes the principal terms of the securities being offered hereunder.

Ordinary Shares Offered by the Selling Shareholder	500,000 ordinary shares
Use of Proceeds	All of the proceeds from the sale of ordinary shares covered by this prospectus will be received by the selling shareholder. We will not receive any proceeds from the sale of ordinary shares covered by this prospectus, but we will receive funds from the cash exercise of the warrant held by the selling shareholder. See “Use of Proceeds.”
Stock Exchange	Our ordinary shares are listed on The Nasdaq Global Select Market under the symbol “CHOP.”
Risk Factors	You should read “Risk Factors” for a discussion of factors that you should consider carefully before deciding whether to purchase our ordinary shares.

RISK FACTORS

An investment in our securities involves a high degree of risk. Some of these risks include:

· If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, share price and reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

· A significant percentage of our revenues are derived from sales to a limited number of large customers and our business will suffer if sales to these customers decline.

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· If our customers which operate in highly competitive markets are willing to accept substitutes in lieu of our products, our business and results of operations will suffer.

· We may be unable to fund the substantial ongoing capital and maintenance expenditures that our operations require.

· Our level of indebtedness may make it more difficult for us to fulfill all of our debt obligations and may reduce the amount of cash available for maintaining and growing our operations, which could have an adverse effect on our revenues.

· We are subject to risks of conducting business in China.

An investment in our securities involves a high degree of risk. We operate in a highly competitive environment in which there are numerous factors which can influence our business, financial position or results of operations and which can also cause the market value of our ordinary shares to decline. Many of these factors are beyond our control and therefore, are difficult to predict. Prior to making a decision about investing in our securities, you should carefully consider the risk factors noted above, the risk factors discussed in the sections entitled “Risk Factors” contained in our most recent Annual Report on Form 20-F filed with the SEC and in any applicable prospectus supplement and our other filings with the SEC and incorporated by reference in this prospectus or any applicable prospectus supplement, together with all of the other information contained in this prospectus or any applicable prospectus supplement. If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of your investment.

OFFER STATISTICS AND EXPECTED TIMETABLE

The selling shareholder may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) up to 500,000 ordinary shares, which are issuable upon exercise of a five-year warrant issued to the selling shareholder. The actual per share price of the shares that the selling shareholder will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution” below.

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements are management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and statements may be made by or on our behalf. Words such as “should,” “could,” “may,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” and may update our descriptions of such risks, uncertainties and assumptions in any prospectus supplement. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, financial results, product and service development, competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance or continued acceptance of our products, accounting estimates, financing activities, ongoing contractual obligations and sales efforts. Except as required under the federal securities laws, the rules and regulations of the SEC, stock exchange rules, and other applicable laws, regulations and rules, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

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REASONS FOR THE OFFER AND USE OF PROCEEDS

We are registering theses shares pursuant to the registration rights granted to the selling shareholder. All of the ordinary shares offered by this prospectus are being sold by the selling shareholder. The selling shareholder identified in this prospectus will receive the proceeds for such sale of shares. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale by the selling shareholder of its ordinary shares in this offering. However, we will receive funds from the cash exercise of the warrant held by the selling shareholder.

CAPITALIZATION AND INDEBTEDNESS

The table below sets forth our capitalization and indebtedness as of March 31, 2013 (unaudited) on an actual basis and on an as adjusted basis to give effect to the issuance of the warrant to purchase 500,000 ordinary shares to the selling shareholder on May 8, 2013.

	As of March 31, 2013
	Actual			As Adjusted
	(in thousands, except share and per share data)
Indebtedness:
Notes payable	$	267,598		$	267,598
Term loans		60,862			60,862
Total debt		328,460			328,460
Stockholders’ equity:
100,000,000 ordinary shares with no par value authorized, 59,561,899 outstanding, actual as of March 31, 2013; 100,000,000 shares authorized, 60,061,899 shares outstanding, as adjusted		140,418			141,518
Additional paid in capital		5,012			5,012
Treasury stock		(414	)		(414	)
Retained earnings		163,181			163,181
Accumulated other comprehensive income		22,854			22,854
Total stockholders’ equity		331,051			332,151
Total capitalization and indebtedness	$	659,511		$	660,611

DESCRIPTION OF SECURITIES

General

We were incorporated in the BVI on March 11, 2008 under the BVI Business Companies Act, 2004, or the Act. Our amended and restated memorandum of association authorizes the issuance of up to 100,000,000 shares without par value. Subject to the Act, we have full capacity to carry on or undertake any business or activity and to do any act or enter into any transaction.

Ordinary Shares

As of July 24, 2013, there were 59,561,899 shares outstanding, all of which were fully paid.

Dividends

Subject to the Act, the directors may, by resolution of directors, authorize a distribution (including a dividend) by us to members (i.e., shareholders) at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of our assets exceeds our liabilities and we are able to pay our debts as they fall due.  Any distribution payable in respect of a share which has remained unclaimed for three years from the date when it became due for payment shall, if the board of the directors so resolves, be forfeited and cease to remain owing by us.  The directors may, before authorizing any distribution, set aside out of our profits such sum as they think proper as a reserve fund, and may invest the sum so set apart as a reserve fund upon such securities as they may select.

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The holder of each ordinary share has the right to an equal share in any distribution paid by us. We do not intend to pay any dividends to our shareholders in the foreseeable future.

Voting Rights

Each ordinary share confers on the shareholder the right to one vote at a meeting of the members or on any resolution of members on all matters before our shareholders.

Rights in the event of winding up

The holder of each ordinary share is entitled to an equal share in the distribution of the surplus assets of us on a winding up.

Redemption

We may purchase, redeem or otherwise acquire and hold our own shares with the consent of members whose shares are to be purchased, redeemed or otherwise acquired unless we are permitted by the Act or any provision of the amended and restated memorandum of association or the amended and restated articles of association to purchase, redeem or otherwise acquire the shares without their consent. We may only offer to acquire shares if at the relevant time the directors determine by resolution of directors that immediately after the acquisition the value of our assets exceeds our liabilities and we are able to pay our debts as they fall due.

The directors may make an offer to purchase, redeem or otherwise acquire shares issued by us if the offer is (i) an offer to all members that would, if accepted, leave the relative voting and distribution rights of the members unaffected and affords each member a reasonable opportunity to accept the offer; or (ii) an offer to one or more members which either (1) all members have consented to in writing or (2) the directors have passed a resolution of directors stating that, in their opinion (a) the purchase, redemption or other acquisition is to the benefit of the remaining members and (b) that the terms of the offer and the consideration offered for the shares are fair and reasonable to us and to the remaining members, and setting out the reasons for their opinion.

We may purchase, redeem or otherwise acquire our shares at a price lower than the fair value if permitted by, and then only in accordance with, the terms of the amended and restated memorandum and articles of association or a written agreement for the subscription for the shares to be purchased, redeemed or otherwise acquired.

Changes in the rights of shareholders

The rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not we are being wound-up, must be varied with the consent in writing of all the holders of the issued shares of that class or series or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of the class or series.

Meetings

An annual meeting of members must be held each year at such date and time as may be determined by the directors.  The directors shall call a meeting of the members if requested in writing to do so by members entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is being held. No less than ten days and not more than sixty days notice of meetings is required to be given to members. The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.

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A meeting of members is properly constituted if at the commencement of the meeting there are two (2) members present in person or by proxy or (in the case of a member being a corporation) by its duly authorized representative representing not less than one third of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting.

A member shall be deemed to be present at the meeting if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other.

A member may be represented at a meeting of members by a proxy (who need not be a member) who may speak and vote on behalf of the member. A written instrument giving the proxy such authority must be produced at the place appointed for such purpose not less than 48 hours before the time for holding the meeting.

No Limitations on Ownership of Securities

There are no limitations on the right of non-residents or foreign persons to own our securities imposed by BVI law or by our amended and restated memorandum and articles of association.

Change in Control of Company

A special resolution of members is required for us to issue our shares or securities convertible into our shares resulting in our change of control. Additionally, the board of directors is empowered to issue preferred shares with such rights attaching to them as they decide and such power could be used in a manner that would delay, defer or prevent a change of control of our company.

Ownership Threshold

There are no provisions governing the ownership threshold above which shareholder ownership must be disclosed imposed by BVI law or by our amended and restated memorandum and articles of association.

Changes in Capital

Subject to the provisions of the amended and restated memorandum and articles of association, the Act and the rules of the Nasdaq Stock Market, our unissued shares shall be at the disposal of the directors who may, without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons, at such times and upon such terms and conditions as we may by resolution of directors determine.

Subject to the provisions of the memorandum of association relating to changes in the rights of shareholders and the powers of directors in relation to preferred shareholders, we may, by a special resolution of members, amend our memorandum of association to increase or decrease the number of ordinary shares authorized to be issued.

Our amended and restated memorandum and articles of association authorize us to issue registered shares only; we are not authorized to issue bearer shares.

At inception the Company was authorized to issue 50,000 ordinary shares with a $1.00 par value. During March 2009, the Company amended its memorandum of association by increasing its authorized number of ordinary shares to 100,000,000 with no par value. Simultaneously with the amendment, the Company effected a stock split by an additional 29,999,900 shares to the then-current stockholders. Accordingly, immediately after the amendment and prior to the Company’s merger with COAC on March 17, 2009, the Company had 30,000,000 ordinary shares outstanding.

On March 17, 2009, the Company consummated the merger with COAC. In connection with the merger, the outstanding securities of COAC were converted into like securities of the Company on a one-for-one basis, consisting of 2,223,306 ordinary shares, 16,021,833 warrants, 22,417 units, and an underwriter’s unit purchase option, or the Unit Purchase Option. The Company is deemed to be the surviving entity and registered its securities pursuant to a registration statement filed with the SEC.

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On November 9, 2009, the Company entered into an underwriting agreement, or the “Underwriting Agreement”, with Maxim Group LLC, or the “Underwriter Representative”, as representative of the underwriters named in the Underwriting Agreement, to sell to such underwriters 4,800,000 ordinary shares, no par value, of the Company at a price of $5.00 per share for aggregate proceeds (net of discounts, commissions, fees, and expenses) of approximately $21.6 million. The Company granted the underwriters an option for 45 days to purchase up to 720,000 additional ordinary shares to cover over-allotments, if any. If the over-allotment option was exercised in full, the total additional proceeds to the Company after deducting the underwriter commissions, discounts and other fees will be $3,312,000. The over-allotment option was exercised in full. The Company also granted the Underwriter Representative (and its designees) a warrant, or the “Underwriter’s Warrant”. See “Description of Securities – Underwriter’s Warrant” for further information regarding the Underwriter’s Warrant.

On June 4, 2010, the Company consummated a private placement of 3,303,771 ordinary shares at a price per share of $5.70, for an aggregate purchase price of $18,831,495, pursuant to a securities purchase agreement dated the same date. The foregoing issuance was made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder.

Preferred Shares

Our amended and restated memorandum and articles of association authorize our directors to authorize by resolution or resolutions from time to time, without the approval of our shareholders, the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted under the Act, as amended or restated from time to time. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

Our preferred shares could be utilized as a method of discouraging, delaying or preventing a change in control of our company. We currently have no preferred shares outstanding and have not issued any preferred shares.

Warrants

Underwriter’s Warrant

In connection with our November 2009 offering, we agreed to issue to the Underwriter Representative (and its designees) the Underwriter’s Warrant to purchase 144,000 ordinary shares (equal to an aggregate of three (3%) percent of the ordinary shares sold in the offering) for an aggregate purchase price of $100.00. The Underwriter’s Warrant has an exercise price equal to 120% of the offering price of the ordinary shares sold in this offering, or $6.00. The Underwriter’s Warrant is exercisable for five years beginning on August 9, 2010 (the nine-month anniversary of the effectiveness date of the registration statement filed in connection with the offering). The Underwriter’s Warrant is not redeemable by us. The Underwriter’s Warrant also provides for one demand registration payable by us, one demand registration payable by the holder and unlimited “piggyback” registration rights at our expense with respect to the underlying ordinary shares during the five (5) year period commencing on the effective date of the registration statement relating to the offering with respect to such demand registrations and the period commencing six (6) months after the effective date of the registration statement relating to the offering and ending seven (7) years after such effective date with respect to such “piggy back” registration rights. Pursuant to the rules of the Financial Industry Regulatory Authority, Inc., or FINRA (formerly the NASD), and in particular Rule 5110, the warrant (and underlying shares) issued to the Underwriter Representative may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective disposition of the securities by any person for a period of 180 days immediately following the date of delivery and payment for the shares offered; provided, however, that the warrant (and underlying shares) may be transferred to officers or partners of the Underwriter Representative and members of the underwriting syndicate and their officers or partners as long as the warrant (and underlying shares) remain subject to the lockup. The Underwriter Representative has assigned the warrant and its rights thereunder to Maxim Partners LLC.

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Warrant Issued to Cambelle-Inland, LLC

On May 8, 2013, we issued to Cambelle-Inland, LLC, a Delaware limited liability company, a warrant to purchase up to 500,000 ordinary shares of the Company, exercisable at $2.20 per share (subject to adjustment) at any time prior to the fifth anniversary of the date of issuance. The foregoing issuance was made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder. See “Selling Shareholder” for further information regarding the warrant issued to Cambelle-Inland, LLC.

We have reserved for issuance from our authorized shares the maximum number of ordinary shares issuable upon exercise of our outstanding warrants.

Transfer Agent

The transfer agent and registrar for our ordinary shares, warrants and units is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

PRICE RANGE OF OUR SECURITIES AND DIVIDEND POLICY

Our ordinary shares are listed on the NASDAQ Global Select Market and trade under the symbol “CHOP.” The following table provides the high and low reported market prices of our ordinary shares as reported by Yahoo! Finance for the periods indicated.

	Closing Prices
	High		Low
Annual Market Prices
2008	$	5.86	$	5.30
2009		10.00		3.01
2010		8.20		4.55
2011		6.33		1.87
2012		4.17		1.22
Quarterly Market Prices
1st Quarter 2011	$	6.33	$	4.55
2nd Quarter 2011		5.29		2.82
3rd Quarter 2011		4.40		2.72
4th Quarter 2011		4.00		1.87
1st Quarter 2012		4.17		3.35
2nd Quarter 2012		3.70		2.00
3rd Quarter 2012		2.86		1.67
4th Quarter 2012		2.05		1.22
1st Quarter 2013		3.01		1.77
2nd Quarter 2013		2.24		1.52
Monthly Market Prices
January 2013		2.32		1.77
February 2013		3.01		2.20
March 2013		2.72		1.84
April 2013		1.89		1.52
May 2013		2.24		1.68
June 2013		2.20		1.76
July 2013 (through July 24, 2013)		1.75		1.64

Dividend Policy

For the foreseeable future, we intend to retain any future earnings to fund the operation and expansion of our business and do not anticipate paying cash dividends on our ordinary shares.

The payment of any dividends in the future will be within the discretion of our board of directors, subject to the relevant provision of BVI law.

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SELLING SHAREHOLDER

This prospectus relates to the resale by the selling shareholder named below from time to time of up to a total of 500,000 ordinary shares, which are issuable upon exercise of a five-year warrant owned by the selling shareholder. All of the ordinary shares offered by this prospectus are being offered by the selling shareholder for its own account.

Effective May 1, 2013, the Company entered into a consulting agreement, or the Consulting Agreement, with Cambelle-Inland, LLC, a Delaware limited liability company, or the Consultant, under which the Consultant will serve as a strategic consultant and advise the Company on the development and execution of a global growth, operational and acquisitions strategy, and such other opportunities as the Company and the Consultant may from time to time agree upon. In consideration for the services provided by the Consultant, the Company agreed to pay the Consultant a cash fee of $500,000, payable $125,000 on each of May 10, 2013, August 10, 2013, November 10, 2013 and February 10, 2014. In addition, on May 8, 2013 the Company issued to the Consultant a warrant, or the Warrant, for the purchase of 500,000 ordinary shares of the Company, exercisable at $2.20 per share (subject to adjustment) at any time prior to the fifth anniversary of the date of issuance. The Warrant was issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Rule 506 of Regulation D promulgated thereunder.

The Company also entered into a registration rights agreement with the Consultant, pursuant to which, among other things, the Company agreed to register the 500,000 ordinary shares of the Company issuable upon the exercise of the Warrant within a pre-defined period.

The following table sets forth certain information regarding the selling shareholder and the shares offered by it in this prospectus. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a selling shareholder and the percentage of ownership of that selling shareholder, ordinary shares and underlying shares of convertible preferred stock, options or warrants held by that selling shareholder that are convertible or exercisable, as the case may be, within 60 days of July 24, 2013 are included. The selling shareholder’s percentage of ownership in the following table is based upon 59,561,899 ordinary shares of the Company outstanding as of July 24, 2013.

Other than acting as the Company’s consultant pursuant to the Consulting Agreement, the selling shareholder has not held a position as an officer or director of the Company, nor has any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling shareholder. The shares being offered are being registered to permit public secondary trading of the shares and the selling shareholder may offer all or part of the shares owned for resale from time to time. In addition, the selling shareholder does not have any family relationships with our officers, directors or controlling stockholders. Furthermore, the selling shareholder is not a registered broker-dealer or an affiliate of a registered broker-dealer.

Number of Ordinary Shares Owned Prior to Offering

Maximum Number of Ordinary Shares Being

Ordinary Shares Owned After the Offering

Name of Selling Shareholder

Number

Percent(2)

Offered

Number(1)

Percent(1)

Cambelle-Inland, LLC(3)

500,000

*

%

500,000

0

*

%

* Less than 1%.

(1) Assumes that all securities offered are sold.

(2) As of July 24, 2013, a total of 59,561,899 ordinary shares of the Company are considered outstanding pursuant to SEC Rule 13d-3(d) (1).

(3) Craig T. Bouchard is the Chief Executive Officer of Cambelle-Inland, LLC and has voting and investment control over the securities held by Cambelle-Inland, LLC.

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PLAN OF DISTRIBUTION

The selling shareholder and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their ordinary shares on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholder may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

· block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· to cover short sales made after the date that this registration statement is declared effective by the SEC;

· broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling shareholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling shareholder may from time to time pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell ordinary shares from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholder also may transfer the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling shareholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of ordinary shares will be paid by the selling shareholder and/or the purchasers. The selling shareholder has represented and warranted to the Company that it acquired the securities subject to this registration statement in the ordinary course of the selling shareholder’s business and, at the time of its purchase of such securities the selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

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The selling shareholder and any other person participating in a distribution of the ordinary shares covered by this prospectus will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder. Regulation M of the Exchange Act may limit the timing of purchases and sales of securities by the selling shareholder and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities being offered pursuant to this prospectus to engage in market-making activities with respect to our securities for a period of up to five business days before the distribution.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of ordinary shares. The Company has agreed to indemnify the selling shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses to be paid by us in connection with the sale of the securities being registered hereby. All amounts are estimates, except for the SEC registration fee.

Securities and Exchange Commission registration fee	$	151
Printing and engraving expenses		5,000
Legal fees and expenses		15,000
Accounting fees and expenses		5,000
Transfer agent fees and expenses		1,000
Miscellaneous		500
Total	$	26,651

LEGAL MATTERS

Certain legal matters under BVI law will be passed upon for us by Conyers Dill & Pearman, 2901 One Exchange Square, 8 Connaught Place, Central, Hong Kong, People’s Republic of China.

ENFORCEMENT OF CIVIL LIABILITIES

China Gerui Advanced Materials Group Limited is a BVI company and our principal executive offices are located in China. A majority of our directors and officers reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors and officers are located outside the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in the United States courts against us or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, it is uncertain whether the courts of the BVI would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

EXPERTS

The consolidated financial statements of China Gerui Advanced Materials Group Limited as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 included in our Annual Report on Form 20-F for the year ended December 31, 2012 and incorporated by reference herein and in the registration statement, have been audited by UHY Vocation HK CPA Limited, an independent registered public accounting firm, as set forth in their report thereon, and incorporated by reference elsewhere herein. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of said firm as expert in auditing and accounting.

The offices of UHY Vocation HK CPA Limited are located at 3/F, Malaysia Building, 50 Gloucester Rd, Wanchai, Hong Kong.

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INDEMNIFICATION

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our amended and restated memorandum and articles of association, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities offered in this offering. This prospectus does not contain all of the information set forth in the registration statement. For further information with respect to us and the securities offered in this offering, we refer you to the registration statement and to the attached exhibits. With respect to each such document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matters involved.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and Section 16 short swing profit reporting for our officers and directors and for holders of more than 10% of our ordinary shares. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 or visit the SEC website for further information on the operation of the public reference rooms.

Additionally, we make these filings available, free of charge, on our website at http://www.geruigroup.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information that we have filed with the SEC, which means that we can disclose important information to you by referring you to those documents. Any information that we file subsequently with the SEC will automatically update this prospectus. We incorporate by reference into this prospectus the information contained in the documents listed below, which is considered to be a part of this prospectus:

· Our Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed on April 30, 2013;

· Form 6-K filed on May 17, 2013;

· Form 6-K filed on May 30, 2013; and

· The description of our ordinary shares, no par value per share, contained in our Registration Statement on Form 8-A, filed on November 6, 2009 pursuant to Section 12(b) of the Exchange Act.

In addition, all subsequent annual reports on Form 20-F filed by us prior to the termination of this offering are incorporated by reference into this prospectus. Also we may incorporate by reference our future reports on Form 6-K by stating in those forms that they are being incorporated by reference into this prospectus.

We will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a documents states that one of its exhibits is incorporated into the document itself). Such request should be directed to: China Gerui Advanced Materials Group Limited, 1 Shuanghu Development Zone, Xinzheng City, Zhengzhou, Henan Province, China, 451191, telephone: 86-371-62568634.

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CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

500,000 Ordinary Shares

 _________________________________

PROSPECTUS

_________________________________

_______, 2013

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8. Indemnification of Directors and Officers.

Under the Company’s amended and restated articles of association, the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (i) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the Company; or (ii) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. To be entitled to indemnification, these persons must have acted honestly and in good faith and in what they believe to be the best interest of the Company, and in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.

The decision of the directors as to whether the person acted honestly and in good faith and in what he believed to be the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the above provisions, unless a question of law is involved. In addition, the termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

If a person has been successful in defense of any proceedings, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.

The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability.

Item 9. Exhibits.

The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.

Item 10. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement,

provided, however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Zhengzhou, China, on this 25^th day of July, 2013.

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED
	By:	/s/ Mingwang Lu
		Mingwang Lu
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement on Form F-3 appears below hereby constitutes and appoints Mingwang Lu and Edward Meng, and each or any of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement , and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form F-3 has been signed by the following persons in the capacities indicated on July 25, 2013.

SIGNATURE	TITLE
/s/ Mingwang Lu	Chief Executive Officer and Chairman
Mingwang Lu	(Principal Executive Officer)
/s/ Edward Meng	Chief Financial Officer
Edward Meng	(Principal Financial Officer and Principal Accounting Officer)
/s/ Yi Lu	Director and Chief Operating Officer
Yi Lu
/s/ J. P. Huang	Director
J. P. Huang
/s/ Kwok Keung Wong	Director
Kwok Keung Wong
/s/ Yunlong Wang	Director
Yunlong Wang
/s/ Maotong Xu	Director
Maotong Xu
/s/ Harry Edelson	Director and Authorized U.S. Representative
Harry Edelson

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Memorandum and Articles of Association, adopted on March 17, 2009 [incorporated by reference to Exhibit 3.1 to the registrant’s Amendment No. 1 to Form 20-F filed on March 23, 2009]
4.1	Registration Rights Agreement, dated May 1, 2013, by and between China Gerui Advanced Materials Group Limited and Cambelle-Inland, LLC.*
4.2	China Gerui Advanced Materials Group Limited Ordinary Share Purchase Warrant, dated May 8, 2013.*
4.3	China Gerui Advanced Materials Group Limited Warrant Agreement, dated May 1, 2013, by and between China Gerui Advanced Materials Group Limited and Cambelle-Inland, LLC. *
5.1	Opinion of Conyers Dill & Pearman.*
10.1	Consulting Agreement, dated May 1, 2013, by and between China Gerui Advanced Materials Group Limited and Cambelle-Inland, LLC.*
23.1	Consent of UHY Vocation HK CPA Limited.*
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).*
24.1	Power of Attorney (included on signature page hereof).

*      Filed herewith.

EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2013 (the “Effective Date”), by China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“C-I”). Each of the Company and C-I is referred to as a “Party” and the Company and C-I are collectively referred to as the “Parties.”

Recitals

A. The Company and C-I desire to pursue a consulting and strategic relationship.

B. The Company and C-I are executing that certain Warrant Agreement, dated as of even date herewith (the “Warrant Agreement”), whereby the Company is issuing a warrant (the “Warrant”) on that certain Form of Warrant, as attached to the Warrant Agreement (the “Form of Warrant”), for the purchase of ordinary shares of the Company’s capital stock (the “Shares”).

C. Pursuant to the terms of the Warrant Agreement, the Company has agreed to provide to C-I registration rights with respect to the Registrable Securities (as defined herein) as set forth in this Agreement.

AGREEMENT

Now, therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.          Definitions.

For purposes of this Agreement:

1.1           “Affiliate” of a Person means any Person that directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, such other Person. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.2           “Holder” means a Person that (i) is a Party to this Agreement (or a permitted transferee under Section 9 hereof) and (ii) owns Registrable Securities. C-I is the initial Holder.

1.3           “FINRA” means the Financial Industry Regulatory Authority, Inc.

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1.4           “Participating Holders” means Holders participating, or electing to participate, in an offering of Registrable Securities.

1.5           “Person” means any individual, firm, corporation, company, partnership, trust, incorporated or unincorporated association, limited liability company, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

1.6           “Registrable Securities” means the Shares issuable upon the exercise of the Warrant and any other securities issued in exchange for such Shares (collectively, the “Warrant Shares”), or in any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event with respect to such Warrant Shares, each upon original issuance thereof and at all times subsequent thereto. For the purposes of this Agreement, any Registrable Securities will cease to be a Registrable Securities when (A) a registration statement covering such Registrable Securities has been declared effective, for the period that such Registration Statement remains effective; or (B) they may be distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act of 1933, as amended (the “Securities Act”).

1.7           “Registration Expenses” mean all expenses (other than underwriting or brokerage discounts and commissions) arising from or incident to the performance of, or compliance with, this Agreement, including, without limitation, (i) SEC, stock exchange, FINRA and other registration and filing fees, (ii) all reasonable and documented fees and expenses incurred by the Company in connection with complying with any securities or blue sky laws (including, without limitation, fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (excluding any expenses arising from any special audits or “comfort letters” (defined at Section 5.1(xii)) required in connection with or incident to any registration), (v) the fees, charges and disbursements of any special experts retained by the Company in connection with any registration pursuant to the terms of this Agreement, (vi) all internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vii) the fees and expenses incurred by the Company in connection with the listing of the Registrable Securities on any securities exchange or NASDAQ, (viii) Securities Act liability insurance (if the Company elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective, (ix) the reasonable fees, charges and disbursements of a single special counsel for all Holders of Registrable Securities and (x) the reasonable fees, charges and disbursements of counsel for the underwriter or underwriters of such securities (if the Company and/or the Holders are required to bear such fees, charges and disbursements).

1.8           “Registration Statement” shall mean any Registration Statement of the Company filed with the SEC on the appropriate form pursuant to the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

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1.9           “SEC” or “Commission” means the United States Securities and Exchange Commission.

1.10         “Selling Expenses” shall mean the underwriting fees, discounts, selling commissions, and stock transfer taxes applicable to, and any fees and expenses arising from any special audits or “comfort letters” required in connection with or incident to, all Registrable Securities registered by the Participating Holders.

2.          Required Registration.

2.1           Effective Registration.

(i)          On or before the date that is ninety (90) days after the Effective Date (the “Registration Rights Commencement Date”), the Company shall file with the SEC (a) one Registration Statement under the Securities Act in respect of the Holders so as to permit a non-underwritten public offering and resale of all outstanding Registrable Securities by the Holders as selling stockholders and, subject to SEC regulations, not as underwriters or (b) if eligible, a “shelf” registration statement pursuant to Rule 415 under the Securities Act and/or any similar Rule that may be adopted by the Commission (“Rule 415”) with respect to all of the outstanding Registrable Securities (the “Required Registration Statement”); provided, however, that if the Board of Directors of the Company determines that the filing of such Required Registration Statement is not in the best interests of the Company or its shareholders, the filing of such Required Registration Statement may be delayed for up to ninety (90) days in the aggregate.

(ii)         This Agreement shall constitute the consent of each Holder of Registrable Securities to the inclusion of such securities in any Required Registration Statement upon its effectiveness, except with respect to any Registrable Securities the Holder of which notifies the Company in writing no later than the date of filing the Required Registration Statement that it does not wish its Registrable Securities to be included in the Required Registration Statement. The Holders shall not have piggyback registration rights during the period in which the Required Registration Statement is effective. Notwithstanding the foregoing or any previous filing of a Required Registration Statement on Form F-1, if, on or after the Registration Rights Commencement Date, the Company is eligible to use Form F-3 (or any successor form), the Company shall promptly file a Required Registration Statement on Form F-3 with respect to all of the outstanding Registrable Securities.

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(iii)        The Company agrees to use its commercially reasonable efforts to have the Required Registration Statement declared effective as soon as reasonably practicable after such filing but in no event later than one hundred eighty (180) days after the initial date on which the Required Registration Statement is filed with the Commission and to keep the Required Registration Statement continuously effective under the Securities Act until the date which is (a) four (4) years from the date of filing, provided the Required Registration Statement is on Form F-3 (or any successor form) and qualifies under Rule 415 or (b) one hundred eighty (180) days if the Required Registration Statement is on any form other than Form F-3 (or any successor form) and/or does not qualify under Rule 415 (such applicable period, the “Effectiveness Period”), or such shorter period ending when all Registrable Securities covered by the Required Registration Statement (x) have been sold in the manner set forth and as contemplated in the Required Registration Statement or (y) may be sold under Rule 144, provided, however, that the effectiveness of the Required Registration Statement may be terminated earlier to the extent that (a) none of the Registrable Securities registered therein are outstanding (but not prior to the expiration of the 90-day period referred to in Section 4(3) of the Securities Act or Rule 174 thereunder, if applicable) or (b) none of such securities are then Registrable Securities. The Company will notify the Participating Holders of the effectiveness of the Required Registration Statement within one business day of such event.

(iv)         The Company further agrees, if necessary, to supplement or amend the Required Registration Statement, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the Securities Act or the rules and regulations thereunder or as reasonably requested (which request shall result in the filing of a supplement or amendment subject to approval thereof by the Company, which approval shall not be unreasonably withheld) by any seller or any managing underwriter of Registrable Securities to which the Required Registration Statement relates, including without limitation, such supplements and amendments necessary to permit underwritten sales under the Required Registration Statement, and the Company agrees to furnish to the Holders of Registrable Securities (and any managing underwriter) copies, in substantially the Form proposed to be used and/or filed, of any such supplement or amendment prior to its being used and/or filed with the Commission. If the Required Registration Statement is on Form F-3 and qualifies under Rule 415, the Company shall amend or supplement the Required Registration Statement no less frequently than every thirty (30) days to update the list of selling Holders of Registrable Securities pursuant to written requests by such Holders. A Required Registration Statement may include securities other than Registrable Securities.

2.2           Selection of Underwriters and Counsel. If any offering by the Holders pursuant to the Required Registration Statement involves an underwritten offering, any Holder or Holders of an aggregate of at least fifty percent (50%) of the Registrable Securities then outstanding shall have the right to select the investment banker or bankers and manager or managers to administer the offering and one counsel to the sellers of Registrable Securities in such offering, which investment bankers and managers shall be reasonably satisfactory to the Company. The Holders shall pay all underwriting discounts and commissions or placement or other fees or expenses of such investment banker or bankers, manager or managers and counsel and all other Selling Expenses.

3.          Piggyback Registrations.

3.1           Right to Include Registrable Securities. From and after the date that is one hundred eighty days (180) after the Effective Date, each time that the Company proposes for any reason to register any of its Shares under the Securities Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration rights other than pursuant to a Registration Statement on Forms F-4 or F-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders (which notice shall be given not less than thirty (30) days prior to the expected effective date of the Company’s Registration Statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Shares (to the extent they constitute Registrable Securities) in the Proposed Registration. No registration pursuant to this Section 3 shall relieve the Company of its obligation to register Registrable Securities pursuant to Section 2 hereof. The rights to piggyback registration may be exercised on an unlimited number of occasions.

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3.2           Piggyback Procedure. Each Holder of Registrable Securities shall have ten (10) days from the date of receipt of the Company’s notice referred to in Section 3(a) above to deliver to the Company a written request specifying the number of Registrable Securities such Holder intends to sell and such Holder’s intended method of disposition. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any Registration Statement pursuant to this Section 3 by giving written notice to the Company of such withdrawal; provided, however, that the Company may ignore a notice of withdrawal made within twenty-four (24) hours of the time the Registration Statement is expected by the Company to become effective. Subject to Sections 3.4 and 3.5 below, the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration of all other shares of Shares originally proposed to be registered. In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under this Section 3.2 shall specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares, if any, otherwise being sold through underwriters under such registration.

3.3           Selection of Underwriters. The managing underwriter for any Proposed Registration that involves an underwritten public offering shall be one or more reputable nationally recognized investment banks selected by the Company.

3.4           Priority for Piggyback Registration on Company’s Registration. Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all shares of Registrable Securities proposed to be included by the Holders in the underwritten public offering would adversely interfere with the successful marketing of the Company’s securities, then the Company shall only be required to include in the offering the number of such securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities so included in the offering shall be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each such selling shareholder or in such other proportion as shall mutually be agreed to by such selling shareholders; provided, however, that the number of Registrable Securities of Holders shall not be reduced to less than 30% of any offering.

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3.5           Priority for Piggyback Registration on Others’ Registration. Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten public offering determines and advises the Company and the Holders in writing that the inclusion of all shares of Registrable Securities proposed to be included by the Holders in the underwritten public offering would adversely interfere with the successful marketing of the securities of stockholders, other than the Holders, exercising demand registration rights (the “Demanding Holders”), then the Holders shall not be permitted to include any shares in excess of the amount, if any, of shares that the managing underwriter of such underwritten public offering shall reasonably and in good faith agree in writing to include in such public offering in addition to the amount of securities to be registered for such Demanding Holders. Subject to the immediately preceding sentence, the Company will be obligated to include in such Registration Statement, as to each Participating Holder, only a portion of the shares such Participating Holder has requested be registered equal to the ratio that such Participating Holder’s requested shares bears to the total number of shares requested to be included in such Registration Statement by all Participating Holders who have requested that their shares be included in such Registration Statement. It is acknowledged by the parties hereto that pursuant to the foregoing provision, the securities to be included in a registration initiated by Demanding Holders shall be allocated: (i) first, to the Demanding Holders; (ii) second, to the Company; and (iii) third, pari passu to the Participating Holders and any others requesting registration of securities of the Company provided, however, that the number of Registrable Securities of Holders shall not be reduced to less than 30% of any offering.

4.          Blackout Periods.

4.1           Following the filing of the Required Registration Statement, upon written notice from the Company to the Participating Holders that the Company determines in the good faith judgment of the Board of Directors of the Company, based on the advice of counsel, that the filing of any Registration Statement or the sale of Registrable Securities pursuant to the Registration Statement would require disclosure of material non-public information, the disclosure of which would have a material adverse effect on the Company, the Company may, (x) if the Registration Statement has not yet been filed, delay such filing, (y) if the Registration Statement has been filed but has not yet become effective, cease taking steps to cause the Registration Statement to become effective, and (z) if the Registration Statement has already become effective, immediately suspend the Participating Holders’ sale of Registrable Securities pursuant to such Registration Statement until the earlier of:

(i)          the date upon which such material information is disclosed to the public or ceases to be material; and

(ii)         such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective or allow sales pursuant to such Registration Statement to resume.

(The period during which the Company delays the filing of the Registration Statement, ceases taking steps to cause the Registration Statement to become effective or suspends sales of Registrable Securities is hereinafter called a “Blackout Period”.) 

4.2           The Company shall use its reasonable efforts to provide such notice a reasonable number of days prior to the commencement of such a Blackout Period; provided, however, that in any event the Company shall provide such notice no later than the commencement of such Blackout Period.

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4.3           Notwithstanding contrary provisions in this Section 4, the Company shall limit its use of Blackout Periods, in the aggregate, to twenty five (25) business days in any ninety (90) day period and sixty (60) business days in any twelve (12)-month period.

4.4           The Company may also suspend the effectiveness of any Required Registration Statement or may without suspending such effectiveness, instruct the Holders of Registrable Securities included in a Required Registration Statement not to sell such securities, during any period during which the Company is instructed, directed, ordered or otherwise requested by any governmental agency or self-regulatory organization to stop or suspend such trading or sales (a “Supplemental Blackout Period”).

5.          Registration Procedures.

5.1           Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible, and in connection with any such request, the Company shall, as expeditiously as possible:

(i)          Preparation of Registration Statement; Effectiveness. Prepare and file with the SEC within the period required hereunder, a Registration Statement on any Form on which the Company then qualifies, which counsel for the Company shall deem appropriate and pursuant to which such offering may be made in accordance with the intended method of distribution thereof (except that the Registration Statement shall contain such information as may reasonably be requested for marketing or other purposes by the managing underwriter), and use its commercially reasonable efforts to cause any registration required hereunder to become effective as soon as practicable after the initial filing thereof;

(ii)         Participation in Preparation. Provide any Participating Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any Participating Holder or underwriter (each, an “Inspector” and, collectively, the “Inspectors”), the opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto;

(iii)        Due Diligence. For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, make available for inspection and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by any such Inspector in connection with such Registration Statement, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 5.1(ii), to conduct a reasonable investigation within the meaning of the Securities Act; provided, however, that if requested by the Company, each Inspector shall enter into a confidentiality agreement with the Company prior to participating in the preparation of the Registration Statement or the Company’s release or disclosure of confidential information to such Inspector;  

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(iv)         General Notifications. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, (a) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (b) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and (c) of any comments (oral or written) by the SEC and by the blue sky or securities commissioner or regulator of any state with respect thereto or (d) of any request by the SEC for any amendments or supplements to such Registration Statement or the prospectus or for additional information;

(v)          10b-5 Notification. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Company shall as soon as possible prepare a supplement or amendment to such prospectus and file it with the SEC so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(vi)         Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the SEC of (A) any stop order issued or threatened to be issued by the SEC or (B) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and the Company agrees to use its commercially reasonable efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

(vii)        Amendments and Supplements; Acceleration. Prepare and file with the SEC such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder and if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If a majority in interest of the Participating Holders so request, to request acceleration of effectiveness of the Registration Statement from the SEC and any post-effective amendments thereto, if any are filed; provided, however, that at the time of such request, the Company does not in good faith believe that it is necessary to amend further the Registration Statement in order to comply with the provisions of this subparagraph. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall so amend as soon as possible prior to requesting acceleration;

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(viii)      Copies. Furnish as promptly as practicable to each Participating Holder and Inspector prior to filing a Registration Statement or any supplement or amendment thereto, copies of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder, which documents, other than documents incorporated or deemed incorporated by reference, will be subject to the reasonable review of the Holders for a period of not more than two (2) business days; and the Company agrees to (a) incorporate in such documents any comments from the Holders that reflect the correction of what any Holder reasonably believes to be a material misstatement or omission of a material fact with respect to such Holder or its plan of resale, and (ii) make reasonable efforts to incorporate any other reasonable comments of any Holder in such documents;

(ix)         Blue Sky. Use its commercially reasonable efforts to, prior to any public offering of the Registrable Securities, register or qualify (or seek an exemption from registration or qualification) such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder or underwriter may reasonably request, and to continue such qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as a Participating Holder or underwriter reasonably requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things that may be reasonably necessary or advisable to enable any Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent of process in any such states or jurisdictions or subject itself to material taxation in any such state or jurisdiction, but for this subparagraph unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;

(x)          Other Approvals. Use its commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be reasonably necessary to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities;

(xi)         Agreements. Enter into customary agreements (including any underwriting agreements in customary form), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities;

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(xii)        “Cold Comfort” Letter. Obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter may reasonably request;

(xiii)      Legal Opinion. Furnish, at the request of any underwriter of or Holder of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the Holders, and the placement agent or sales agent, if any, thereof and the underwriters, if any, thereof, covering such legal matters with respect to the registration in respect of which such opinion is being given as such underwriter may reasonably request and as are customarily included in such opinions;

(xiv)        SEC Compliance. Use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC;

(xv)         Certificates, Closing. Provide officer’s certificates and other customary closing documents;

(xvi)        FINRA. Cooperate with each Participating Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with FINRA;

(xvii)      Transfer Agent, Registrar and CUSIP. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration; and

(xviii)     Listing of Registrable Securities. Use its commercially reasonable efforts to cause all Registrable Securities included in the Registration Statement to be listed on the New York Stock Exchange, NASDAQ or each securities exchange (or any successor to such entities) on which securities of the same class are then listed, or, if not then listed on any securities exchange, to be eligible for trading in any over-the-counter market or trading system in which securities of the same class are then traded.

5.2           Seller Information. The Company may require each Participating Holder as to which any registration of such Holder’s Registrable Securities is being effected to furnish to the Company such information regarding such Participating Holder and such Participating Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request. If a Participating Holder refuses to provide the Company with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, the Company may exclude such Participating Holder’s Registrable Securities from the Registration Statement if the Company provides such Participating Holder with an opinion of counsel to the effect that such information must be included in the Registration Statement and such Participating Holder continues thereafter to withhold such information. The exclusion of a Participating Holder’s Registrable Securities shall not affect the registration of the other Registrable Securities to be included in the Registration Statement.

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5.3           Notice to Discontinue. Each Participating Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 5.1(v), such Participating Holder shall forthwith discontinue the disposition of Registrable Securities until such Participating Holder receives the copies of the supplemented or amended prospectus contemplated by Section 5.1(v) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference into the prospectus, and, if so directed by the Company in the case of an event described in Section 5.1(v), such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Participating Holder’s possession, of the prospectus covering such Registrable Securities that is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5.1(v) to and including the date when the Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 5.1(v).

5.4           Registration Expenses. All Registration Expenses shall be borne by the Company.

6.          Indemnification.

6.1           Indemnification by the Company. The Company agrees, notwithstanding termination of this Agreement, to indemnify and hold harmless to the fullest extent permitted by law, each Holder, each of its directors and officers, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any Holder, and each underwriter and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable costs of investigation and fees, disbursements and other charges of counsel and any amounts paid in settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) or other liabilities (collectively, “Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, Exchange Act, any other federal law, any state or common law or any Rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon any of the following statements, omissions or violations by the Company: (i) any untrue, or alleged untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented) or any document incorporated by reference in any of the foregoing, (ii) any omission or alleged omission to state in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented) or any document incorporated by reference in any of the foregoing a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made), not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any Rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law, or any other law (collectively, “Applicable Laws”) in connection with the offering covered by such Registration Statement. The Company will promptly reimburse each such Holder Indemnified Party for any legal and any other Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding (collectively, a “Claim”); provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that arise out of or are based upon (x) written information provided by a Holder Indemnified Party expressly for use in the Registration Statement or (y) sales of Registrable Securities by a Holder Indemnified Party to a Person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus (excluding documents incorporated by reference) or the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished in a timely manner a reasonable number of copies thereof to such Holder Indemnified Party in compliance with this Agreement and the Losses of such Holder Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus that was corrected in the prospectus (or the prospectus as then amended or supplemented). Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Holder Indemnified Parties.

6.2           Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, any underwriter and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, the “Company Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 6.1 (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein or any violation or alleged violation by such Holder of any Applicable Law in connection with such Registration Statement; provided, however, that the liability of any Holder under this Section 6.2 shall be limited to the amount of the gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties and shall survive the transfer of Registrable Securities by such Holder.

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6.3           Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that, the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless and to the extent such Indemnifying Party is materially prejudiced by such failure. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably consented to by such Indemnified Party, which such consent shall not be unreasonably withheld or delayed. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, or (iii) the named parties to any such action (including, but not limited to, any impleaded parties) provide a legal opinion stating that the representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct. In the case of clause (ii) above and (iii) above, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified Party may have at common law, by separate agreement or otherwise.

6.4            Contribution. If the indemnification provided for in this Section 6 from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative faults of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 6.4 shall be limited to the amount of the gross proceeds received by such Holder in the offering giving rise to such liability. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 6.1, 6.2 and 6.3, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The Parties acknowledge that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 6.4.

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7.          Rule 144; Other Exemptions. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the Company covenants that it shall (i) at all times, file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (ii) take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 (if available with respect to resales of the Registrable Securities) under the Securities Act, as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the SEC.

8.          Certain Limitations On Registration Rights.  No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements.

9.          Transfer of Registration Rights. The rights of a Holder hereunder may be transferred or assigned in connection with a transfer of Registrable Securities to (i) any Affiliate of a Holder, (ii) any subsidiary, parent, partner, retired partner, limited partner, shareholder or member of a Holder or (iii) any family member or trust for the benefit of any Holder. Notwithstanding the foregoing, such rights may only be transferred or assigned provided that all of the following additional conditions are satisfied: (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

10.         Termination of Registration Rights. The rights contained in Sections 2, 3 and 9 hereof shall terminate and be of no further force and effect after the Registrable Securities (i) have been sold in the manner set forth and as contemplated in the Registration Statement or (ii) may be sold under Rule 144.

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11.         Miscellaneous.

11.1         Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Each of the Parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of Delaware and the United States District Court for the District of Delaware with respect to any matter relating to this Agreement, and performance of the Parties’ obligations hereunder and thereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the Parties’ obligations thereunder and each of the Parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The Parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of Delaware by registered or certified mail to the Parties and their representatives at their respective addresses specified in Section 11.8 hereof, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.

11.2         Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the Parties hereto, including, without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities.

11.3         Third Party Beneficiaries. This Agreement is entered into for the express benefit of the Holders of Registrable Securities. Accordingly, this Agreement may be enforced by and against Holders of Registrable Securities in the same manner and to the same extent as if such Holders had executed this Agreement.

11.4         Specific Performance. The Parties hereto specifically acknowledge that monetary damages are not an adequate remedy for violations of this Agreement, and that any party hereto may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or other such relief as such court may deem just and proper in order to enforce this agreement or prevent any violation hereof and, to the extent permitted by applicable law, to the extent the party seeking such relief would be entitled on the merits to obtain such relief, each Party waives any objection to the imposition of such relief.

11.5         Entire Agreement. This Agreement, along with the Warrant Agreement and Warrant, each between the parties hereto and of even date hereof constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof and no Party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.6         Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the Parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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11.7         Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may not be amended, and the observance of any term of this Agreement may not be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), unless the Company and the then-Holders consent to such amendment or waiver in writing.

11.8         Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:  

If to the Company:	China Gerui Advanced Materials Group Limited
	1 Shuanghu Development Zone
	Xinzheng City
	Zhengzhou, Henan Province 451191
	People’s Republic of China
	Attn:  Chief Financial Officer
	Fax No.: +86-371-6771 8787
With a copy to:	Pillsbury Winthrop Shaw Pittman LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Thomas M. Shoesmith
	Fax No.: +1 650 233 4545
If to C-I:	Cambelle-Inland, LLC
	1325 Avenue of the Americas, 27th Floor
	New York, New York 10019
	United States of America
	Attention:  Craig T. Bouchard
	Fax No.: +1 212 678 9230
With a copy to:	Crowell & Moring LLP
	275 Battery Street, 23rd Floor
	San Francisco, California 94110
	United States of America
	Attn:  Murray Indick
	Fax No.:  +1.415.986.2827

11.9         Faxes and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement by facsimile transmission or PDF shall be equally as effective as delivery of an executed hard copy of the same.

11.10         Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Cambelle-Inland, LLC		China Gerui advanced Materials
		Group Limited
by:	/s/ Craig T. Bouchard	By:	/s Lu Mingwang
Name: Craig T. Bouchard		Name: Lu Mingwang
Title: Chief Executive Officer		Title: Chairman

 Signature Page to the Registration Rights Agreement

EX-4.2

Exhibit 4.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

Warrant No.  CI-1	Number of Shares: 500,000
Date of Issuance: May 8, 2013	(subject to adjustment)

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED

ORDINARY SHARE PURCHASE WARRANT

China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), for value received, hereby certifies that Cambelle-Inland, LLC, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance set forth above (the “Issuance Date”) and on or before 5:00 p.m. (U.S. Eastern time) on the fifth anniversary of the Issuance Date (the “Exercise Period”), 500,000 ordinary shares, no par value, of the Company (the “Shares”), at a per-share purchase price equal to $2.20. The Shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

This Warrant is issued pursuant to, and is subject to the terms and conditions of that certain Warrant Agreement between the Company and the Registered Holder, dated as of even date herewith (the “Warrant Agreement”). Capitalized terms used but not defined herein shall have the same meanings given them in the Warrant Agreement.

1.            Exercise.

(a)          Exercise Procedure. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time during the Exercise Period, by surrendering this original Warrant, with the purchase/exercise form appended hereto as Exhibit A (“the “Purchase/Exercise Form”) duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. A facsimile or PDF signature of the Registered Holder on the Purchase/Exercise Form shall be sufficient for purposes of exercising this Warrant.

(b)          Exercise Date. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which the following items have been delivered to the Company: (i) this original Warrant; (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Purchase Price for the number of Warrant Shares as to which this Warrant is be exercised; and (iii) the Purchase/Exercise Form, appropriately completed and duly signed, as provided in Section 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c)          Issuance of Certificates. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within five (5) trading days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct:

(i)          a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and

(ii)         in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such Shares called for on the face of this Warrant minus the number of Warrant Shares for which this Warrant was so exercised (which, in the case of an exercise pursuant to Section 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price).

(d)          Corporate Event. In the event that the Company dissolves, liquidates, merges with another Company and is not the entity surviving the merger, or sells fifty-one percent (51%) or more of its capital stock or sells substantially all of its assets (each, an “Extraordinary Corporate Event”), the Registered Holder shall immediately exercise this Warrant in accordance with this Agreement.

2.            Adjustments.

(a)          Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original warrant was first issued) (the “Original Issue Date”) effect a subdivision of the outstanding Shares, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased and the number of Warrant Shares shall be proportionately increased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding Shares, the Purchase Price then in effect immediately before the combination shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b)          Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date, shall make or issue, or fix a record date for the determination of holders of the Shares entitled to receive, a dividend or other distribution payable in additional Shares, then, and in each such event, the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

(i)          the numerator of which shall be the total number of Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(ii)         the denominator of which shall be the total number of Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Shares issuable in payment of such dividend or distribution; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(c)          Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of the Shares entitled to receive, a dividend or other distribution payable in securities of the Company (other than Shares) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number Shares issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.

(d)          Adjustment for Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Shares are converted into or exchanged for securities, cash or other property (collectively, a “Reorganization”), then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur any Reorganization in which the Shares are converted into or exchanged for anything other than solely equity securities, and (y) the common stock of the acquiring or surviving company is publicly traded, then, as part of such Reorganization, (i) the Registered Holder shall have the right thereafter to receive upon the exercise hereof such number of shares of the common stock of the acquiring or surviving company as is determined by multiplying (A) the number of Shares subject to this Warrant immediately prior to such Reorganization by (B) a fraction, the numerator of which is the Fair Market Value (as determined in Section 2(d) below) per Share as of the effective date of such Reorganization, and the denominator of which is the fair market value per share of the common stock of the acquiring or surviving company as of the effective date of such transaction, as determined in good faith by the Board (using the principles set forth in Section 2(d) to the extent applicable), and (ii) the exercise price per share of the common stock of the acquiring or surviving company shall be the Purchase Price divided by the fraction referred to in clause (B) above. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

(e)          Fair Market Value. The Fair Market Value per Share shall be determined as follows:

(i)          If the Shares are listed on a national securities exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of the Shares shall be deemed to be the average of the closing prices per share of the Shares thereon for the five trading day immediately preceding (but not including) the Exercise Date.

(ii)         If the Shares are not listed on a national securities exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the OTC Bulletin Board or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of the Shares shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the “Board”) to represent the fair market value per share of the Shares (including without limitation a determination for purposes of granting options or issuing Shares under any plan, agreement or arrangement with employees of the Company); and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Registered Holder of the Fair Market Value per share of the Shares and furnish the Registered Holder with reasonable documentation of the Board’s determination of such Fair Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Shares within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this Section 2(e)(ii) shall be delayed until such determination is made and notice thereof is provided to the Registered Holder.

(f)          Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100^th of a share, as applicable. The number of Shares outstanding at any given time shall not include Shares owned or held by or for the account of the Company.

(g)          Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price, as applicable) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than 10 days thereafter), furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of Shares and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.

3.            Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional Shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of the Shares, as determined pursuant to Section 2(d) above.

4.            Transfers.

(a)          The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

(b)          The Registered Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required, or, as otherwise provided in the Warrant Agreement. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

5.            No Impairment. The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered Holder against impairment.

6.            Notices of Record Date, etc. In the event:

(a)          the Company shall take a record of the holders of its Shares (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b)          of any capital reorganization of the Company, any reclassification of the Shares of the Company, any consolidation or merger of the Company with or into another corporation, or any transfer of all or substantially all of the assets of the Company; or

(c)          of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of the Shares (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their Shares (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.

7.            Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

8.            Exchange or Replacement of Warrant.

(a)          Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will issue and deliver to or upon the order of the Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

(b)          Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, at the Registered Holder’s expense, a new Warrant of like tenor.

9.            Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via (i) facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section or (ii) electronic mail (i.e., Email) prior to 5:30 p.m. (U.S. Eastern time) on a trading Day, (b) the next trading day after the date of transmission, if such notice or communication is delivered via (i) facsimile at the facsimile number specified in this Section or (ii) electronic mail (i.e., Email) on a day that is not a trading day or later than 5:30 p.m. (U.S. Eastern time) on any trading day, or (c) the trading day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given, if sent by any means other than facsimile or Email transmission. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.

If to the Company:	China Gerui Advanced Materials Group Limited
	1 Shuanghu Development Zone
	Xinzheng City
	Zhengzhou, Henan Province 451191
	People’s Republic of China
	Attn:  Chief Financial Officer
	Fax No.: +86-371-6771 8787
With a copy to:	Pillsbury Winthrop Shaw Pittman LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn.: Thomas M. Shoesmith
	Fax No.: +1 650.233.4553
If to C-I:	Cambelle-Inland, LLC
	1325 Avenue of the Americas, 27th Floor
	New York, New York 10019
	United States of America
	Attention:  Craig T. Bouchard
	Fax No.: +1 212 678 9230
With a copy to:	Crowell & Moring LLP
	275 Battery Street, 23rd Floor
	San Francisco, California 94110
	United States of America
	Attn:  Murray Indick
	Fax No.:  +1.415.986.2827

10.          No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Shares by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the Shares acquired upon such exercise, notwithstanding the fact that such Shares were not outstanding as of the close of business on the record date for such stock dividend.

11.          Amendment or Waiver. No term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the prior written consent of the Company and the Registered Holder.

12.          Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

13.          Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Each of the Registered Holder and the Company and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of Delaware and the United States District Court for the District of Delaware with respect to any matter relating to this Warrant and performance of the Registered Holder’s and the Company’s obligations hereunder and each of the Registered Holder and the Company hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The Registered Holder and the Company irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of Delaware by registered or certified mail to the Parties and their representatives at their respective addresses specified in the Warrant Agreement, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE Registered Holder and the Company HERETO WAIVE TRIAL BY JURY.

14.         Facsimile Signatures. This Warrant may be executed by facsimile or PDF signature.

[Signature Page Follows]

EXECUTED as of the Date of Issuance indicated above.

China Gerui advanced Materials
Group Limited
By:	/s Lu Mingwang
Name: Lu Mingwang
Title: Chairman

Signature Page to the Warrant

EXHIBIT A

PURCHASE/EXERCISE FORM

To: China Gerui Advanced Materials Group Limited Dated:                         

The undersigned, pursuant to the provisions set forth in the attached Warrant (No. CI-1), hereby irrevocably elects to purchase              ordinary shares of China Gerui Advanced Materials Group Limited covered by such Warrant and herewith makes payment of $            , representing the full purchase price for such shares at the price per share provided for in such Warrant; or

Please return a new Warrant certificate for              ordinary shares representing the unexercised portion of this Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 4 of the Warrant Agreement, and by its signature below hereby makes such representations and warranties contained in Section 4 the Warrant Agreement to the Company.

Cambelle-Inland, LLC

by:

Name: Craig T. Bouchard

Title: Chief Executive Officer

Purchase Exercise Form

EX-4.3

Exhibit 4.3

CHINA GERUI ADVANCED MATERIALS GROUP LIMITED
Warrant AGREEMENT

This Warrant Agreement (this “Agreement”) is made as of May 1, 2013, by and between China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“C-I”) , with respect to the facts set forth below. Each of the Company, and C-I is referred to as a “Party” and the Company and C-I are collectively referred to as the “Parties.”

Recitals

A. The Company desires to obtain the services of C-I, and C-I desires to provide consulting services to the Company, for the development of the Company’s strategic opportunities, and the Company and C-I have executed that certain Consulting Agreement, dated of even date herewith (the “Consulting Agreement”).

B. The parties desire, in partial consideration for certain services to be rendered by C-I to the Company, that the Company will issue a warrant (the “Warrant”) to C-I for the purchase of 500,000 ordinary shares (“Shares”) in the aggregate of the Company’s capital stock to C-I.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.          SALE AND ISSUANCE OF WARRANT.

1.1           Issuance of Warrant. In reliance upon the representations and warranties of the Company and C-I contained herein and subject to the terms and conditions set forth herein, the Company, in exchange for the Consulting Agreement (as defined herein) and other services to be rendered by C-I to the Company, shall issue and sell to C-I one (1) Warrant, the form of which is attached as Exhibit A hereto, to purchase up to 500,000 Shares. Such Warrant shall be immediately exercisable and shall be issued at Closing.

2.          CLOSING.

2.1           Date and Time. The sale of the Warrant will take place in a closing (the “Closing”), subject to the satisfaction of both Parties hereto of their obligations herein. The Closing shall take place at the offices of the Company or at such other place as the Company and C-I shall agree, on or before the date hereof (the “Closing Date”).

3.          REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As a material inducement to C-I to enter into this Agreement, and to render such services as set forth in the Consulting Agreement in exchange for the Warrant, the Company represents and warrants, on behalf of itself, Wealth Rainbow Development Limited, a Hong Kong company and wholly owned subsidiary of the Company (“Wealth Rainbow”), and Henan Green Complex Materials Co. Ltd., a company organized in the People’s Republic of China and wholly owned subsidiary of Wealth Rainbow (which, together with Wealth Rainbow, the “Subsidiaries” and each a “Subsidiary”), as applicable, that the following statements are true and correct in all material respects as of the Closing, except as expressly qualified or modified herein.

3.1           Subsidiaries. The Company has no direct or indirect subsidiaries other than the Subsidiaries. The Company owns, directly or indirectly, all of the shares or comparable equity interests of each Subsidiary free and clear of any and all liens, and all the issued and outstanding shares of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.

3.2           Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the British Virgin Islands and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties and to carry on its business in all jurisdictions as presently conducted and as proposed to be conducted. The Company and its Subsidiaries have all government and other licenses and permits and authorizations to do business in all jurisdictions where their activities require such license, permits and authorizations, except where failure to obtain any such license, permit or authorization will not have a material adverse effect.

3.3           Authorization. The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of this Agreement, the Warrant, the Consulting Agreement, the Registration Rights Agreement (as defined herein) and other transaction documents relating to this Agreement (collectively the “Transaction Documents”), (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares issuable upon exercise of the Warrant (the “Warrant Shares”). The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

3.4           Valid Issuance of Securities. The Warrant has been duly and validly authorized and the Warrant Shares, when and if issued in accordance with the terms of the Warrant, shall be validly issued, fully paid and non-assessable. The Warrant Shares, upon issuance in accordance with the Warrant will be, free and clear of any security interests, liens, claims or other encumbrances, other than restrictions upon transfer under federal and state securities laws.

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3.5           No Conflict, Breach, Violation or Default; Third Party Consents. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Warrant and the Warrant Shares will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the Company’s Amended and Restated Memorandum and Articles of Association, both as in effect on the date hereof (collectively, the “Company Documents”), or (ii) any statute, rule, regulation or order of any governmental agency, self-regulatory agency, securities regulatory or insurance regulatory agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (iii) any material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective assets or properties is subject. No approval of or filing with any governmental authority is required for the Company to enter into, execute or perform this Agreement or any Transaction Document, other than (i) the filing with the SEC (as defined herein) of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, (ii) filings required by state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the SEC Regulation D of the Securities Act (as defined herein), (iv) the filings required in accordance with Section 5 hereof, (v) if, at the Closing, the Company’s securities are listed on The NASDAQ Stock Market LLC, the filing with NASDAQ of an applicable additional shares listing application relating to the Warrant Shares issuable hereunder, and (vi) those that have been made or obtained prior to the date of this Agreement.

3.6           Securities Law Compliance. Assuming the accuracy of the representations and warranties of C-I set forth in Section 4 of this Agreement, the offer, issue, sale and delivery of the Warrant will constitute an exempted transaction under the Securities Act of 1933, as amended and now in effect (the “Securities Act”), and registration of the Warrant or Warrant Shares under the Securities Act for issuance herein is not required. The Company shall make such filings as may be necessary to comply with the federal securities laws and the “blue sky” laws of any state, which filings will be made in a timely manner.

3.7           No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person, as defined below, acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Warrant. “Person” means any individual, corporation, company, limited liability company, partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization or entity.

3.8           No Integrated Offering. Other than in connection with the offering and sale of the Warrant contemplated by this Agreement, neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or would require registration of the Warrant under the Securities Act. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common control with, such Person.

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4.          REPRESENTATIONS AND WARRANTIES OF C-I.

C-I hereby represents and warrants to the Company as follows:

4.1           Legal Power. C-I is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party or a signatory and otherwise to carry out its obligations thereunder.

4.2           Due Execution. The execution, delivery and performance by C-I of the transactions contemplated by this Agreement have been duly authorized by all necessary limited liability company action. Each Transaction Document executed by C-I has been duly executed by C-I, and when delivered by C-I in accordance with the terms hereof, will constitute the valid and legally binding obligation of C-I, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

4.3           Access to Information. C-I represents that it has been given full and complete access to the Company for the purpose of obtaining such information as C-I or its qualified representative has reasonably requested in connection with the decision to acquire the Warrant. C-I represents that it has received and reviewed copies of the SEC Reports. C-I represents that it been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Warrant as C-I or C-I’s qualified representative have found necessary to make an informed decision to acquire the Warrant.

4.4           Restricted Securities.

(i)          C-I has been advised that none of the Warrant or Warrant Shares have been registered under the Securities Act or any other applicable securities laws and that the Warrant and Warrant Shares are being offered and sold pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder, and that the Company’s reliance upon Section 4(2) and/or Rule 506 of Regulation D is predicated in part on C-I representations as contained herein. C-I acknowledges that the Warrant and Warrant Shares will be issued as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. None of the Warrant or Warrant Shares may be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of counsel reasonably satisfactory to the Company, an applicable exemption from registration is available.

(ii)         C-I represents that C-I is acquiring the Warrant for C-I’s own account, and not as nominee or agent, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws. C-I is acquiring the Shares hereunder in the ordinary course of its business. C-I does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares.

(iii)        C-I understands and acknowledges that the certificates representing the Warrant and, if issued, the Warrant Shares, will bear substantially the following legend:

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“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

(iv)        C-I acknowledges that the Warrant and Warrant Shares are not liquid and are transferable only under limited conditions. C-I acknowledges that such securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. C-I is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of restricted securities subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available for resale of any of the Securities.

4.5           C-I Sophistication and Ability to Bear Risk of Loss. At the time C-I was offered the Warrant, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. C-I is not a registered broker-dealer under Section 15 of the 1934 Act. C-I acknowledges that it is able to protect its interests in connection with the acquisition of the Warrant and can bear the economic risk of investment in such securities without producing a material adverse change in C-I’s financial condition. C-I, either alone or with C-I’s representative(s), otherwise has such knowledge and experience in financial or business matters that C-I is capable of evaluating the merits and risks of the investment in the Shares. .

4.6           Purchases by Groups. C-I represents and warrants that it is not acquiring the Shares as part of a group within the meaning of Section 13(d)(3) of the 1934 Act.

4.7           General Solicitation. C-I represents and warrants that it is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

5.          COVENANTS OF THE COMPANY AND C-I.

5.1           Publicity. Neither Party may release any press releases or other public disclosures regarding the relationship of the Parties or the transactions contemplated by the Transaction Documents, except those that may be required by law, without the prior approval of the other Party. The Company shall not use C-I’s name or any trademarks or service marks in any public disclosure without C-I’s prior written approval.

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6.          MISCELLANEOUS.

6.1           Fees and Expenses.

(i)          The Company shall at Closing reimburse C-I for certain expenses incurred in connection with its due diligence, via a wire transfer delivered to a bank account specified by C-I, in the amount of $16,000.

(ii)         The Company shall be responsible for the payment of all expenses incurred by the Company in connection with the Transaction Documents and the transactions contemplated hereby and thereby, including without limitation all fees and expenses of the Company’s legal counsel and all third party consultants engaged by the Company to assist in such transactions.

(iii)        Except as set forth in Section 6.1(i), C-I shall be responsible for the payment of all expenses incurred by C-I in connection with the Transaction Documents and the transactions contemplated hereby and thereby, including all fees and expenses of C-I’s legal counsel and all third party consultants engaged by C-I to assist in such transactions.

6.2           Indemnification.

(i)          The Company agrees to indemnify and hold harmless (a) C-I, each member thereof, each of its affiliates and each of their respective representatives (collectively, the “Indemnified C-I Parties”) from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, damages and expenses (including reasonable attorneys’ fees and disbursements, but excluding Taxes imposed as a result of being a direct or indirect owner of the Warrant or realizing income or gain with respect thereto) (collectively, “Losses”), incurred by, imposed upon or asserted against any of the Indemnified C-I Parties as a result of, relating to or arising out of, the breach of any representation, warranty, agreement or covenant made by the Company in any Transaction Document or in any certificate delivered by the Company pursuant to any Transaction Document and (b) each Indemnified C-I Party, to the fullest extent permitted by Law, against any and all Losses incurred by, imposed upon or asserted against any such Indemnified C-I Party as a result of, relating to or arising out of any litigation, claims, suits or proceedings to which such Indemnified C-I Party is made a party (other than as a plaintiff) or any penalties, costs, claims, liabilities, damages or expenses suffered by such Indemnified C-I Party, in each case in its capacity as a direct or indirect holder or owner of the Warrant or the Common Shares acquired from the conversion or exercise of the Warrant ; provided that such Indemnified C-I Party shall not be entitled to indemnification in connection with any fraud, acts of gross negligence or willful misconduct by any Indemnified C-I Party.

(ii)         C-I agrees to indemnify and hold harmless the Company and each of its representatives (collectively, the “Indemnified Company Parties”) from and against any and all Losses incurred by any of the Indemnified Company Parties as a result of, or arising out of, the breach of any representation, warranty, agreement or covenant made by C-I in the Transaction Documents or in any certificate delivered by the C-I pursuant to the Transaction Documents provided that such Indemnified Company Party shall not be entitled to indemnification in connection with any fraud, acts of gross negligence or willful misconduct by any Indemnified Company Party.

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(iii)        Any Parties entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that, the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless and to the extent such Indemnifying Party is materially prejudiced by such failure. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably consented to by such Indemnified Party, which such consent shall not be unreasonably withheld or delayed. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, or (iii) the named parties to any such action (including, but not limited to, any impleaded parties) provide a legal opinion stating that the representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct; provided, that, the Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties and such legal counsel shall be selected by Consultant. In the case of clause (ii) above and (iii) above, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified Party may have at common law, by separate agreement or otherwise.

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6.3           Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Each of the Parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of Delaware and the United States District Court for the District of Delaware with respect to any matter relating to this Agreement or other Transaction Documents, and performance of the Parties’ obligations hereunder and thereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the Parties’ obligations thereunder and each of the Parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The Parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of Delaware by registered or certified mail to the Parties and their representatives at their respective addresses specified in Section 6.9 hereof, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.

6.4           Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto. Neither this Agreement nor any rights hereunder shall be assignable by any Party hereto without the prior written consent of the other Party hereto; provided, however, that C-I may assign all or part of its interest in this Agreement and its rights hereunder to any of its affiliates and, thereafter, the term C-I shall include any such affiliate to the extent of such assignment and shall mean C-I and the assignee taken collectively.

6.5           Specific Performance. The Parties hereto specifically acknowledge that monetary damages are not an adequate remedy for violations of this Agreement, and that any party hereto may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or other such relief as such court may deem just and proper in order to enforce this agreement or prevent any violation hereof and, to the extent permitted by applicable law, to the extent the party seeking such relief would be entitled on the merits to obtain such relief, each Party waives any objection to the imposition of such relief.

6.6           Entire Agreement. This Agreement, the Exhibits and the Appendices hereto and thereto, and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and no Party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.7           Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the Parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.8           Amendment and Waiver. Except as otherwise provided herein, no term of this Agreement may be amended, nor the observance of any term of this Agreement waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), without the written consent of the Company and C-I.

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6.9           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:  

If to the Company:	China Gerui Advanced Materials Group Limited
	1 Shuanghu Development Zone
	Xinzheng City
	Zhengzhou, Henan Province 451191
	People’s Republic of China
	Attn:  Chief Financial Officer
	Fax No.: +86 (371) 6771 8787
With a copy to:	Pillsbury Winthrop Shaw Pittman LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Thomas M. Shoesmith Fax No.: +1 650 233 4545
If to C-I:	Cambelle-Inland, LLC
	1325 Avenue of the Americas, 27th Floor
	New York, New York 10019
	United States of America
	Attention:  Craig T. Bouchard
	Fax No.: +1 212 678 9230
With a copy to:	Crowell & Moring LLP
	275 Battery Street, 23rd Floor
	San Francisco, California 94110
	United States of America
	Attn:  Murray Indick
	Fax No.:  +1.415.986.2827

6.10         Faxes and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any Exhibit attached hereto by facsimile transmission or PDF shall be equally as effective as delivery of an executed hard copy of the same.

6.11         Titles and Subtitles; Currency. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Use of “$” refers to U.S. dollars.

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6.12         Further Assurances. At any time and from time to time after the Closing, upon reasonable request of the other, each Party shall do, execute, acknowledge and deliver such further acts, assignments, transfers, conveyances and assurances as may be reasonably required for the more complete consummation of the transactions contemplated herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

Cambelle-Inland, LLC		China Gerui advanced Materials
		Group Limited
by:	/s/ Craig T. Bouchard	By:	/s/ Lu Mingwang
Name: Craig T. Bouchard		Name: Lu Mingwang
Title: Chief Executive Officer		Title: Chairman

 Signature Page to The Warrant Agreement

Exhibit A

Form of Warrant

Exhibit B

Consulting Agreement

Exhibit C

Registration Rights Agreement

EX-5.1

Exhibit 5.1

[Letterhead of Conyers Dill & Pearman]

25 July 2013

Matter No.: 894647

Doc Ref: RH/3085258v2 

China Gerui Advanced Materials Group Limited

1 Shuanghu Development Zone

Xinzheng City

Zhengzhou, Henan Province

China, 451191

Dear Sirs,

Re: China Gerui Advanced Materials Group Limited (the “Company”)

We have acted as special British Virgin Islands legal counsel to the Company in connection with a registration statement on Form F-3 filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on 25 July 2013 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 500,000 no par value shares of the Company (the “Additional Shares”) issuable upon exercise of a warrant (the “Warrant”) which was granted to Cambelle-Inland, LLC pursuant to a warrant agreement made between the Company and Cambelle-Inland, LLC dated 1 May, 2013 (the “Warrant Agreement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

(i) the Registration Statement;

(ii) the Warrant Agreement; and

(iii) the Warrant.

We have also reviewed and relied upon (1) the Memorandum and Articles of Association of the Company obtained from the BVI Registrar of Corporate Affairs on 24 April 2013, (2) copies of the resolutions of the directors of the Company dated 8 May 8 2013 (the “Resolutions”), (3) a certificate of good standing of the Company dated 23 July 2013 (the “Certificate Date”), and (4) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement, the Warrant Agreement and the Warrant and other documents reviewed by us, (c) that the resolutions contained in the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions of all directors of the Company, as applicable, remain in full force and effect and have not been rescinded or amended, (d) that there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein, and (e) that upon issue of any Additional Shares by the Company the Company will receive consideration for the full issue price thereof; (f) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission; (g) the legality, validity and binding effect under the laws of the State of Delaware of the Warrant Agreement and the Warrant granted or to be granted thereunder; (h) that on the date of issuance of any of the Additional Shares, the Company will have sufficient authorised but unissued Shares; and (i) that on the date of issuance of the Warrant under the Warrant Agreement, the Company will be able to pay its liabilities as they become due.

We express no opinion with respect to the issuance of Warrant or Additional Shares pursuant to any provision of the Warrant Agreement or the Warrant that purports to obligate the Company to issue the Warrant or Additional Shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the British Virgin Islands. This opinion is to be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to and is given on the basis of the current law and practice in the British Virgin Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Warrant and the Additional Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of the British Virgin Islands in good standing (meaning solely that it has not failed to make any filing with any British Virgin Islands governmental authority or to pay any British Virgin Islands government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the British Virgin Islands).

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2. When issued and paid for in accordance with the Warrant and the Warrant Agreement, the Additional Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue or holding of such shares).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

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EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of May 1, 2013 (the “Effective Date”), by and between China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“Consultant”). Each of the Company and Consultant is referred to as a “Party” and the Company and Consultant are collectively referred to as the “Parties.”

RECITALS

A. The Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company, upon the terms and conditions set forth below.

B. As of the Effective Date, Consultant and the Company have entered into that certain “Warrant Agreement” and that certain Form of Warrant, with the Company for the issuance of a warrant for the purchase of the Company’s ordinary shares (the “Warrant”), and that certain Registration Rights Agreement, for the registration of the Warrant Shares, as that term is defined in the Warrant Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.          Consulting ARRANGEMENT.

1.1           Services. The Company hereby retains Consultant to serve as a strategic consultant to advise the Company on the development and execution of a global growth, operational and acquisitions strategy for the Company and such other opportunities as the Company and Consultant may from time to time agree and to exercise such authority, perform such duties and functions and discharge such responsibilities as the Company may from time to time determine, consistent with the Consultant’s position in the Company.

1.2           Scope of Work. Consultant is fully committed to the future success of its collaboration with the Company. The Consultant team will help the Company achieve its goals, which include executing a global M&A strategy, thereby enhancing shareholder value. As part of its responsibilities under this Agreement, Consultant will, subject to the direction of the Board of Directors of the Company:

a. Focus on an M&A strategy for the Company, using its experience and resources, and treat this as the highest priority;

b. With the assistance of the Company, prepare a one-year monthly forecast of the Company’s income statement and balance sheet;

c. Construct, propose, and help execute the M&A strategy;

d. Identify suitable acquisition targets, and take leadership in conducting  the business analysis

e. Prepare and discuss with the Company the business case or rationale for proposed acquisitions in order to form consensus;

f. Lead the execution of the acquisition work;

g. Communicate the Company’s new strategy and its progress to the stock market;

h. Make investor presentations, if necessary, to promote the Company’s investment story; and

i. Source necessary financings in connection with the acquisitions.

1.3           Objective. The Company and the Consultant agree that the parties’ objective is to complete 1-2 acquisitions during the Term of this Agreement. Assuming the Term is extended for an additional two years or the Consultant is otherwise engaged by the Company on mutually agreeable terms for a further two years beyond the end of the Term, the parties will work together toward the goal of achieving consolidated revenue for the Company and its subsidiaries of $2 billion by the end of the third year of the Consultant’s work for the Company.

1.4           Compensation. In consideration for the services provided by the Consultant hereunder, the Company shall pay the Consultant a cash fee of $500,000, payable $125,000 on May 10, 2013, August 10, 2013, November 10, 2013 and February 10, 2014. The Consultant agrees to waive participation in all of Company’s employee benefit plans, programs or arrangements, to the extent legally possible without violating the terms of any such plans, programs or arrangements, and sign any documentation that may be necessary to effect such waiver. The Company shall also execute and issue the Warrant.

2.          Term; Termination. This Agreement shall be effective as of the Effective Date and shall continue in effect until the first anniversary of the Effective Date (the “Term”).

3.          Relationship of the Parties; Taxes. Both the Company and Consultant acknowledge that Consultant will act as an independent contractor in the performance of his duties under this Agreement. Nothing contained in this Agreement shall be deemed to constitute a relationship of agency, joint venture, partnership or any other relationship than that specified. Consultant agrees, as an independent contractor, that neither it nor its personnel performing the Services shall be entitled to unemployment benefits or workers' compensation benefits. Consultant will be solely responsible to pay any and all local, state, and/or federal income, social security, unemployment taxes for itself and its personnel, as well as workers’ compensation coverage. Consultant further acknowledges and agrees that neither it nor its personnel shall receive any employee benefits of any kind from the Company.

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4.          Miscellaneous.

4.1           Governing Law. The validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Each of the Parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of Delaware and the United States District Court for the District of Delaware with respect to any matter relating to this Agreement, and performance of the Parties’ obligations hereunder and thereunder, the documents and instruments executed and delivered concurrently herewith or pursuant hereto and performance of the Parties’ obligations thereunder and each of the Parties hereto hereby consents to the personal jurisdiction of such courts and shall subject itself to such personal jurisdiction. Any action, suit or proceeding relating to such matters shall be commenced, pursued, defended and resolved only in such courts and any appropriate appellate court having jurisdiction to hear an appeal from any judgment entered in such courts. The Parties irrevocably waive the defense of an inconvenient forum to the maintenance of such suit or proceeding. Service of process in any action, suit or proceeding relating to such matters may be made and served within or outside the State of Delaware by registered or certified mail to the Parties and their representatives at their respective addresses specified in Section 0 hereof, provided that a reasonable time, not less than thirty (30) days, is allowed for response. Service of process may also be made in such other manner as may be permissible under the applicable court rules. THE PARTIES HERETO WAIVE TRIAL BY JURY.

4.2           Confidentiality

(i)          For purposes of this Agreement, the term “Confidential Information” means any information disclosed by the Company to Consultant or from Consultant to the Company, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), including any trade secrets, patents, copyrighted material, computer applications, systems, software and programs, lists of clients and client contacts and requirements, lists of referrals, lists of employees, lists of assets, vendors, suppliers, confidential business information (whether or not marked as confidential), including strategic plans and business dealings regarding a party’s financing arrangements, and all other ideas, processes, designs, discoveries, inventions, improvements, concepts, methods, procedures, techniques, written material, and other know-how, not generally known in the trade or industry (whether or not patentable or entitled to trademark, copyright, or other protection), developed or used in connection with the party’s business, any other information which is to be treated as confidential or non-public because of any duty of confidentiality owed by that party to a third party, and any other information which the party shall, in the ordinary course, use and not release externally, except subject to restrictions on use and disclosure.

(ii)         Notwithstanding the provisions of Section 0, Confidential Information does not include information that (a) is or becomes generally publicly available other than as a result, directly or indirectly, of a party’s disclosure; (b) is or becomes available to a party on a non-confidential basis from a source other than through that party or its representatives, provided that such source is not bound by a confidentiality agreement with that party or otherwise prohibited from transmitting the information to the other party by a contractual or legal obligation; or (c) is developed, generated or produced by Consultant for the Company in the course of the performance of Consultant’s obligations under this Agreement.

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(iii)        The Receiving Party acknowledges that it has been or will be given access to Confidential Information during the Term, and except as set forth herein, will not disclose to any person or entity, exclusive of directors, officers, employees or agents of the Disclosing Party, any Confidential Information without, and subject to the terms of, the prior written authorization of the Disclosing Party.

(iv)        If in any legal or regulatory proceeding the Receiving Party is requested or ordered to disclose any of the Confidential Information, it will provide the Disclosing Party with prompt notice so that the Disclosing Party, whether aided by Receiving Party or as an intervenor, may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the terms of this Agreement. If a protective order or other remedy satisfactory to the Disclosing Party is not obtained, the Receiving Party will disclose only that portion of the Confidential Information that it is advised by counsel is legally required to be disclosed (and will provide a copy of any written memorandum in that connection to the Disclosing Party or its counsel as part of a common defense), and the Receiving Party will exercise its best efforts to obtain a written protective order or other reliable assurance that confidential treatment shall be accorded that portion of the Confidential Information.

(v)         Consultant acknowledges that Consultant is aware (i) that the United States securities laws restrict any person who has material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (ii) of Consultant’s responsibilities under the 1934 Securities Exchange Act, as amended (the “Exchange Act”) and the rules and regulations promulgated under the Exchange Act and agrees that the Consultant will neither use, nor cause any third party to use, any Confidential Information in contravention of the Exchange Act or any such rules and regulations, including Rule 10b-5 promulgated by the Securities and Exchange Commission.

4.3           Non-Competition and Non-Solicitation

(i)          Consultant agrees that, for the Term of this Agreement (the “Non-Competition Period”), without the advance consent of the Board of Directors of the Company or as otherwise provided in this Agreement, Consultant shall not purchase (or seek to purchase) the equity or assets of a direct competitor of the Company in China. In addition, during the Non-Competition Period, the Consultant shall provide the Company with a first opportunity to review all potential transactions developed by Consultant in the Industry in China and North America (a “Potential Transaction”). For purposes of this Agreement, “Industry” means the industry sector comprising the production, sales and distribution of metals. Within thirty (30) calendar days of the submission by Consultant to the Company of a Potential Transaction, the Company may authorize Consultant to proceed with the Potential Transaction through a nonbinding term sheet to be presented to the target company or a similar transaction-related document. If the Company does not provide such authorization, Consultant is permitted to proceed independently with the Potential Transaction and is not subject to any non-competition or other restrictions.

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(ii)         Consultant shall not, and will cause each of its affiliates and associates not to, during the Term of this agreement, without the prior approval of the Board of Directors of the Company, directly or indirectly, (i) propose to any Person, or effect or seek to effect, whether alone or in concert with others, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities;, (ii) make or in any way participate in any “solicitation of proxies” (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise or influence any Person with respect to the voting of, any securities of the Company, (iii) form, join, encourage, influence, advise or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, (iv) (A) initiate, propose or otherwise “solicit” (as such terms are used in the proxy rules of the SEC) shareholders of the Company for the approval of any shareholder proposal or cause or encourage any Person to initiate any such shareholder proposal; (B) seek to call, or request the call of, or call a special meeting of the shareholders of the Company; or (C) seek the written consent of the shareholders of the Company; (v) otherwise act or seek to control the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing, (vii) make any public disclosure, or take any action which would require the Company to make any public disclosure regarding the possibility of a business combination or merger, (viii) advise, assist, induce or direct any Person to advise, assist, or induce any other Person in connection with any of the foregoing; or (ix) seek or request permission or participate in any effort to do any of the foregoing or make or seek permission to make any public announcement with respect to the foregoing.

(ii)         During the Non-Competition Period, Consultant shall not (i) solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person that is known to Consultant to be a customer of any of the Company or its affiliates (the “CHOP Entities”) to become a customer of any other Person for products or services the same as, or competitive with, those products and services sold, rented, leased, rendered or otherwise made available to customers by any of the CHOP Entities as of the date hereof, as well as products and services in any stage of development by any of the CHOP Entities as of the date hereof (although not yet commercialized or not generally available), or approach any such Person for such purpose or authorize the taking of such actions by any other Person or assist or participate with any such Person in taking such action, or (ii)solicit, raid, entice, induce or contact, or attempt to solicit, raid, entice, induce or contact, any Person that currently is or at any time during the Non-Competition Period shall be (or, in the case of termination is at the time of termination), an employee, agent or consultant of any of the CHOP Entities to leave such CHOP Entity), and Consultant shall not approach any such employee, agent or consultant for such purpose or authorize or participate with the taking of such actions by any other Person or assist or participate with any such Person in taking such action.

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(iii)        For purposes of this Agreement, “Person” means and shall include a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof) and shall be construed broadly.

4.4           Assignment, Delegation and Subcontracting. Neither party may assign, delegate or subcontract its rights or obligations under this Agreement without express written consent of the other party.

4.5           Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof and no Party shall be liable or bound to any other Party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement, express or implied, is intended to confer upon any Party, other than the Parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

4.6           Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the Parties, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4.7           Amendment and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), with the written consent of the Company and Consultant.

4.8           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be effective when delivered personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested) in each case to the appropriate address set forth below:

If to the Company:	China Gerui Advanced Materials Group Limited
	1 Shuanghu Development Zone
	Xinzheng City
	Zhengzhou, Henan Province 451191
	People’s Republic of China
	Attn:  Chief Financial Officer
	Fax No.: +86-371-6771 8787
With a copy to:	Pillsbury Winthrop Shaw Pittman LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Thomas M. Shoesmith

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	Fax No.: +1 650 233 4545
If to Consultant:	Cambelle-Inland, LLC
	1325 Avenue of the Americas, 27th Floor
	New York, New York 10019
	United States of America
	Attention:  Craig T. Bouchard
	Fax No.: +1 212 678 9230
With a copy to:	Crowell & Moring LLP
	275 Battery Street, 23rd Floor
	San Francisco, California 94110
	United States of America
	Attn:  Murray Indick
	Fax No.:  +1.415.986.2827

4.9           Faxes and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any Exhibit attached hereto by facsimile transmission or PDF shall be equally as effective as delivery of an executed hard copy of the same.

4.10         Titles and Subtitles; Currency. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Use of “$” refers to U.S. dollars.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

Cambelle-Inland, LLC		China Gerui advanced Materials
		Group Limited
by:	/s Craig T. Bouchard	By:	/s/ Lu Mingwang
Name:  Craig T. Bouchard		Name:  Lu Mingwang
Title:  Chief Executive Officer		Title:  Chairman

 Signature Page to the Consulting Agreement

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement of China Gerui Advanced Materials Group Limited of Form F-3 of our audit report dated April 30, 2013, relating to the consolidated financial statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 which report was included in the Annual Report on Form 20-F filed on April 30, 2013. We also consent to the reference to us under the heading "Experts" in this Registration Statement on Form F-3. 

/s/ UHY VOCATION HK CPA LIMITED

UHY VOCATION HK CPA LIMITED

Hong Kong, the People’s Republic of China

July 25, 2013.