- Current report filing (8-K)
February 27 2009 - 4:32PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 25, 2009
GENERAL
STEEL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
STATE
OF NEVADA
|
333-105903
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412079252
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(State
or Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
Identification
No.)
|
100020
(Zip
Code)
Room
2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai
Ave.,
Chaoyang
District, Beijing
(Address
of Principal Executive Offices)
+ 86 (10) 58797346
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously
satisfy the filing obligation of the registrant under any of the
following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12(b))
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02: DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On
February 25, 2009, the board of directors of the Company accepted the
resignation of Mr. Fred Hsu from the Company’s board of directors due to
personal reasons. Mr. Hsu was an independent director, a member of the audit and
nomination committees and served as the chairperson of the compensation
committee.
Additionally,
on February 25, 2009, the board of directors of General Steel Holdings, Inc.
(the “Company”) elected Mr. James Hu as an independent director of the
board. Mr. Hu was also appointed as a member of the audit and
nomination committees of the board and chairperson of the compensation committee
of the board.
Upon the
date of his appointment to the board, Mr. Hu entered into a Service Agreement
(“Service Agreement”) with the Company regarding, among other things, Mr. Hu’s
obligation to remain an independent director and his duties to the
Company. The Service Agreement stipulates that Mr. Hu will receive a
grant of 10,000 shares of common stock in the Company upon each year of
completed service as an independent director.
Mr. Hu
brings 10 years experience in corporate finance and management. He is
currently Head of Credit Analysis at Standard Chartered Bank (China) Limited,
where he manages risk assessment on large Chinese SOEs and private
companies. Mr. Hu was a Senior Auditor with Deloitte Touche Tohmatsu
in the US before moving on to hold management positions at both US and
China-based firms, with significant experience in M&A analysis and
Sarbanes-Oxley implementation. His education includes a Bachelors
Degree in Economics from the University of California at Berkeley and a Masters
Degree in Business Administration from the Darden Graduate School at the
University of Virginia. He is a California licensed CPA
A copy of
the Service Agreement is attached as Exhibit 10.1 to this form 8-K and is
incorporated by reference herein. A copy of Mr. Hsu’s resignation
letter is attached as Exhibit 10.2 to this form 8-K and is incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS
AND EXHIBITS
.
(d)
EXHIBITS.
10.1
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Service
Agreement, dated February 25, 2009, between General Steel Holdings, Inc.
and James Hu.
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|
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10.2
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Resignation
Letter of Fred Hsu
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 27, 2009
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GENERAL
STEEL HOLDINGS, INC.
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|
|
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By:
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/s/ John
Chen
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Name:
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John
Chen
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Title:
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Chief Financial Officer
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