**ROSS
      MILLER**


**Secretary
      of State**


**204
      North Carson Street, Ste 1**


**Carson
      City, Nevada 89701-4299**


**(775)
      684-5708**




**Certificate
                of Designation**
              **(PURSUANT
                  TO NRS 78.1955)**
            
            Filed
                  in the office of
              
              Ross
                Miller
              Secretary
                of State
              State
                of Nevada
            Document
                Number
              **20070777332-28**
              Filing
                Date and Time
              **11/14/2007
                11:39 AM**
              Entity
                Number
              **C19485-2002**




**USE
                BLACK INK ONLY - DO NOT HIGHLIGHT**
            **ABOVE
                SPACE IS FOR OFFICE USE
                ONLY**




**Certificate
      of Designation**


**For
      Nevada Profit Corporations**


**(Pursuant
      to NRS 78.1955)**




1.  Name
      of
      corporation:




General
      Steel Holdings, Inc.




2.  By
      resolution of the board of directors pursuant to a provision in the articles
      of
      incorporation, this certificate establishes the following regarding the voting
      powers, designations, preferences, limitations, restrictions and relative rights
      of the following class or series of stock.




General
      Steel Holdings, Inc. a corporation organized and existing under the laws of
      Nevada (the “Corporation”), does hereby certify that, pursuant to authority
      conferred on the Board of Directors of the Corporation by the Amended and
      Restated Certificate of Incorporation of the Corporation (as the same may be
      further amended and/or restated from time to time, the “Certificate of
      Incorporation”) and in accordance with Section 78.1955 of the Nevada Revised
      Statutes, the Board of Directors of the Corporation duly adopted the following
      resolution establishing and creating a series of three million ninety two
      thousand and eight hundred ninety nine (3,092,899) shares of preferred stock,
      par value $0.001, per share, of the Corporation designated as “Series A
      Preferred Stock”.




RESOLVED,
      that pursuant to the authority conferred on the Board of Directors of the
      Corporation by the Certificate of Incorporation, a series of preferred stock,
      par value $0.001 per share, of the Corporation is hereby established and
      created, and that the designation and number of shares of the voting and other
      powers, preferences, and relative, participating, optional or other rights
      of
      the shares of such series, and the qualifications, limitations and restrictions
      thereof, are as follows:




(Additional
      pages attached.)




3.
                Effective date of filing (optional):
            (must
                not be later than 90 days after the certificate is
                filed)4.
                Officer Signature (Required):
            X




**Filing
      Fee: $175.00**




**IMPORTANT:
      Failure to include any of the above information and submit the property fees
      may
      cause this filing to be rejected.**




***This
      form must be accompanied by appropriate fees.***







CERTIFICATE
      OF DESIGNATION


OF


SERIES
      A
      PREFERRED STOCK


OF


GENERAL
      STEEL **** HOLDINGS,
      INC.


(Pursuant
      to Section 78.1955 of the Nevada Revised Statutes)


**[Continued,
      Page 2]**




1.  Designation
      and Number .
      There
      shall be a series of preferred stock, par value $0.001 per share, designated
      as
“Series A Preferred Stock,” and the number of shares constituting such series
      shall be three million ninety two thousand and eight hundred ninety nine
      (3,092,899). Such series is referred to herein as the “Preferred
      Stock”.





2.  Rank .
      As to
      payment of individual dividends and as to distributions of assets upon
      liquidation, dissolution or winding up of the corporation, whether voluntary
      or
      involuntary (“Distributions”) all shares of Preferred Stock shall have superior
      rights to all of the corporation's shares of Common Stock, par value $0.001
      per
      share (“Common Stock”).





3.  Dividends .
      The
      holders of record of shares of the Preferred Stock shall be entitled to receive
      dividends only as, when and if such dividends are declared by the Board of
      Directors with respect to shares of Preferred Stock.





4.  Voting
      Rights .
      The
      three million ninety two thousand and eight hundred ninety nine (3,092,899)
      Preferred Shares shall have an aggregate voting power of 30% of the combined
      voting power of the entire Corporation’s shares, Common Stock and Preferred
      Stock as long as the Corporation is in existence. No change of control or merger
      with or into another entity or reorganization of any kind shall be effected
      or
      implemented without the consent of the majority vote of the Preferred Stock.
      In
      addition, no other preferred shares or indebtedness of any kind shall be issued
      or incurred by the Corporation without the consent of the majority of the
      Preferred Stock.





5.  Liquidation
      Payment .
      In the
      event of any distribution of assets upon any liquidation, dissolution or winding
      up of the Corporation, whether voluntary or involuntary, after payment or
      provision for payment of the debts and other liabilities of the Corporation,
      the
      holder of each share of the then outstanding Preferred Stock shall be entitled
      to receive out of the assets of the Corporation, whether such assets are
      capital, surplus or earnings, an amount equal to the consideration paid by
      him
      for each such share plus any accrued and unpaid dividends with respect to such
      shares of Preferred Stock through the date of such liquidation, dissolution
      or
      winding up (the “Liquidation Preference”), before any payments or distributions
      are made to, or set aside for, any other equity security of the Corporation.
      Neither a consolidation, merger or other business combination of the Corporation
      with or into another corporation or other entity nor a sale or transfer of
      all
      or part of the Corporation's assets for cash, securities or other property
      shall
      be considered a liquidation, dissolution or winding up of the Corporation for
      purposes of the paragraph 5.





6.  Redemption .
      The
      Corporation shall have no rights to redeem Preferred Stock.





IN
      WITNESS HEREOF, General Steel Holdings, Inc. has caused this Certificate of
      Designation to be signed on its behalf by YU Zuo Sheng, its Chairman and Chief
      Executive Officer on this 15 day of August, 2007.