Exhibit
10.1

      


      DEBT
REPAYMENT AGREEMENT

      


      Party A:
General Steel Holdings, Inc.

             Maoming
Hengda Steel Group Ltd.

       

      Party B:
Guangzhou Hengda Industrial Group Ltd.

      Ms. Ding
Yumei

      


      Party A
and Party B hereby enter into this agreement whereby Party A issues common
shares of General Steel Holdings, Inc. (NYSE: GSI) to Party B as partial
repayment of the debt owed by Party A to Party B:

      


      1. Definitions.

      


      (1) The
term “share issuance” refers to the issuance of 928,163 shares of the
common stock of General Steel Holdings, Inc. stipulated under Clause
2.

       

      (2)
“Issued shares” refers to the 928,163 shares of the
common stock of General Steel Holdings, Inc. Party A issues to Party B under
this agreement.

      


      2. Share
Issuance.

      


      (1) Party
A, under this agreement, will issue 928,163 shares of
common stock of General Steel Holdings, Inc. to Ms. Ding Yumei, along with the
corresponding rights and interests of shareholders, to partially repay debt owed
by Maoming Hengda Steel Group Ltd. and General Steel Holdings Inc.  to Guangzhou Hengda
Industrial Group, Ltd.;

      


      (2)  Ms. Ding
Yumei agrees to receive the above mentioned shares, and accepts
corresponding rights and obligations when the transaction is
completed.

      


      (3)  After
the share issuance, the value of the shares will offset an equivalent value
of the debt owed by Party A to Party B.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      (4) On
the share issuance date (date shares are issued), the Bank of China posted mid
price RMB exchange rate to US dollar shall be used for conversion.

      


      3. Share Price Confirmation
Method. Party A issues 928,163 shares
of the common stock of General Steel Holdings, Inc. at the price of $7.00 per share, for a
total of $6,497,141.

      


      4. Dispute Settlement.
Any dispute raising from the performance of this agreement or related to this
agreement shall be settled through friendly consultation. If the two parties
cannot arrive at a settlement, the case should be submitted to the local
People’s court at Party  B’s location.

      


      5. This
agreement will be binding to the two parties hereof as of the effective date.
The rights and obligations under the agreement will maintain unchanged
unless agreed to in writing by both parties.

      


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

      


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

      


      


      [Signature
Page Follows]

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
 

      
        	
                Party
      A (official seal )

              	 
      	
                Party
      B (official seal)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  

              	 
      	 
      
	
                Representative
      (signature)

              	 
      	
                Representative
      (signature)

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ John Chen

              	 
      	
                /s/ Yijun Wang

              
	
                John
      Chen

              	 
      	
                Yijun
      Wang

              
	
                General
      Steel Holdings, Inc.

              	 
      	
                Guangzhou
      Hengda Industrial Group Ltd.

              
	
                Chief
      Financial Officer

              	 
      	 
      
	 
      	 
      	 
      
	
                June
      7, 2010

              	 
      	
                June
      7, 2010