Exhibit 10.1


 





 


SHARE TRANSFER AGREEMENT


 


By


 


General Steel Holdings, Inc.


 


a company incorporated in Nevada


 


and


 


Tianjin Shuangsi Trading Co. Limited


 


a company incorporated in China


 


 


Dated as of July 31, 2019


 


 




     


     


    

 





SHARE TRANSFER AGREEMENT


 


This Share Transfer Agreement is made effective
as of the 31st day of July, 2019 by and between General Steel Holdings, Inc., a company incorporated in Nevada (the “GSIH”
or “Seller”) and Tianjin Shuangsi Trading Co. Limited, a company incorporated in China (“Tianjin Shuangsi”
or “Buyer”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Parties”
and each individually as a “Party”.


 


WHEREAS:


 


A.        The
Seller is the sole owner and shareholder of General Steel Investment Co., Ltd.,  a company incorporated in British Virgin
Islands (“GSI BVI”); and


 


B.         Tongyong
Shengyuan (Tianjin) Technology Development Co., Ltd. (“Tongyong”) is a company incorporated in China and a wholly owned
subsidiary of GSI BVI; and


 


C.         Tongyong
owns 32% equity interest of Tianwu Tongyong (Tianjin) International Trade Co., Ltd, ("Tianwu Tongyong") (“Tianwu
Tongyong”, collectively with Tongyong and GSI BVI as “GSI BVI and its subsidiaries”); and


 


D.         Upon
the terms and subject to the conditions set forth in this Agreement, the Seller has agreed to sell all of the issued and outstanding
capital stock of GSI BVI held by the Seller to the Buyer; and


 


E.         Buyer is
a company incorporated in China and controlled by Zuosheng Yu, who was the Chairman and Chief Executive Officer of GSIH until July
8, 2019.


 


F.         Upon the terms and subject
to the conditions set forth in this Agreement, the Buyer has agreed to purchase all of the issued and outstanding capital stock
of GSI BVI from the Seller.


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, covenant and agree as follows:


 


1.          DEFINITIONS


 


1.1          Definitions. 
The following terms have the following meanings in this Agreement, unless the context indicates otherwise:


 


	(a)	“Agreement” shall mean this Agreement, and all the exhibits and other documents attached or referred hereto, and all amendments and supplements, if any, hereto;


 


	(b)	“Closing” shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;


 


	(c)	“Closing Date” shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 7 hereof following the satisfaction or waiver by Buyer and Seller of the conditions precedent set out in Section 5 hereof, respectively, provided that such date shall be no later than October 30, 2019 unless mutually agreed to in writing by the Parties;


 






     


     


    

 


	(d)	“Closing Documents” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;


 


	(e)	“Liabilities” shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;


 


	(f)	“Taxes” shall mean all international, federal, state, provincial and local income taxes, capital gains taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments;


 


	(g)	“Transaction” shall mean the purchase of all of the issued and outstanding capital stock of GSI BVI by Buyer from the Seller in consideration as described in section 2.


 


1.2          Currency. 
All references to currency in this Agreement are to United States Dollars, unless expressly stated otherwise.


 


2.          OFFER,
PURCHASE AND SALE OF SHARES


 


2.1          Offer,
Purchase and Sale of Shares.  Subject to the terms and conditions of this Agreement, the Seller hereby covenants and agrees
to sell, assign and transfer to Buyer, and Buyer hereby covenants and agrees to purchase from the Seller, all of the issued and
outstanding capital stock of GSI BVI at the Purchase Price as defined below in section 2.2 of this Agreement. The Buyer understands
and agrees that it purchases all the issued and outstanding shares of GSI BVI which include all the assets and Liabilities of GSI
BVI and its subsidiaries.


 


2.2          Consideration.
Parties agree that the aggregate price of all the issued and outstanding capital stock of GSI BVI (the “Shares”) is
$ 300,000 (the “Purchase Price”), which value is primarily derived from the net equity of GSI BVI and its direct, wholly-owned
operating entity Tongyong and Tonyong’s 32% equity ownership in Tianwu Tongyong. The net equity value was based upon the
preliminary evaluation of GSI BVI and its subsidiaries by Beijing Lixin Donghua Assets Evaluation Co., Ltd. (“Beijing Lixin”).
If the final evaluation amount of GSI BVI and its subsidiaries by Beijing Lixin is no more than 10% higher or lower than the Purchase
Price, the Parties agree there will be no change to the Purchase Price. If the final evaluation amount of GSI BVI and its subsidiaries
by Beijing Lixin is more than 10% higher or lower than the Purchase Price, the Parties agree to renegotiate the purchase price
based on the final evaluation amount. If no agreement can be reached through negotiation, the Parties agree to engage a new evaluation
firm to reevaluate the value of GSI BVI and its subsidiaries and use the new evaluation result as the final purchase price of all
the issued and outstanding capital stock of GSI BVI. The Seller has the right to appoint the new third party evaluation firm.


 


2.3          Payment
of Purchase Price.  $300,000 of the Purchase Price shall be paid by cancellation of the payables owed by the Seller to
the Buyer, including its principal amount and interest accrued. Parties agree and confirm the Seller and its subsidiaries do not
owe any payables to the Buyer after the Closing.


 






     


     


    

 


2.4          Closing
Date.  The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.


 


3.          REPRESENTATIONS
AND WARRANTIES OF SELLER


Seller represents and warrants to Buyer that
the statements contained in this Article 3 are true and correct as of the date hereof:


 


3.1          Organization
of GSI BVI and its subsidiaries.


 


	(a)	GSI BVI and its subsidiaries are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and each has the requisite corporate power and authority to own, lease and carry on its business as now being conducted. GSI BVI and its subsidiaries are duly qualified to do business and are in good standing as foreign corporations in each of the jurisdictions in which they own property, lease property, do business.


 


	(b)	All of the issued and outstanding shares of GSI BVI have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to preemptive rights and were issued in full compliance with the laws of the British Virgin Islands. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating GSI BVI to issue any additional shares of GSI BVI.


 


	(c)	The issued and outstanding shares of each of GSI BVI’s subsidiaries have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to preemptive rights and were issued in full compliance with all applicable laws. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating GSI BVI or any of its subsidiaries to issue any additional common stock of any of GSI BVI’s subsidiaries, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any shares of the common stock of any of GSI BVI’s subsidiaries.


 


3.2          Ownership
of Equity.  Seller (i) has good and valid title to and beneficial ownership of the number of shares of capital stock of
GSI BVI free and clear of all liens, pledges, security interests and encumbrances, (ii) has not granted any option, warrant or
other right in or to any of the Shares, and (iii) is not a party to any voting trust, voting agreement or shareholder agreement
with respect to the Shares.


 


3.3          Authority. 
Seller has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated
by this Agreement (collectively, the “Seller Documents”) to be signed by Seller and to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Seller Documents by
Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by its board of directors
and approved by the shareholders owning majority voting power of the Seller. This Agreement has been, and the other Seller Documents
when executed and delivered by Seller as contemplated by this Agreement will be, duly executed and delivered by Seller and this
Agreement is, and the other Seller Documents when executed and delivered by Seller, as contemplated hereby will be, valid and binding
obligations of Seller enforceable in accordance with their respective terms, except:


 






     


     


    

 


	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;


 


	(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and


 


	(c)	as limited by public policy.


 


3.4          Legal
Proceedings. There are no suits, actions, claims, proceedings or investigations pending or, to the knowledge of Seller, threatened
against, relating to or involving any Seller or GSI BVI that would or would reasonably be expected to impair the ability of Seller
or GSI BVI to perform its respective obligations hereunder or prevent or delay the consummation of the Transaction.


 


3.5          Non-Contravention. 
Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:


 


	(a)	conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of GSI BVI and its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to GSI BVI or any of its subsidiaries, or any of their respective material property or assets;


 


	(b)	violate any provision of the Articles of Incorporation, Bylaws or any other documents of GSI BVI or any of its subsidiaries or any applicable laws; or


 


	(c)	violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to GSI BVI or its subsidiaries or any of their respective material property or assets.


 


3.6          
Compliance with Laws. Each of GSI BVI and its subsidiaries is in material compliance with all laws and regulations of or
from any governmental body applicable to its business and assets.


 


3.7          No
Brokers.  None of GSI BVI, GSI BVI’s subsidiaries or Seller has incurred any obligation or liability to any party
for any brokerage fees, agent’s commissions or finder’s fees in connection with the Transaction contemplated by this
Agreement


 


4.          REPRESENTATIONS
AND WARRANTIES OF BUYER


Buyer represents and warrants to Seller that
the statements contained in this Article 4 are true and correct as of the date hereof:


4.1          Organization
and Good Standing.  Buyer is duly incorporated, organized, validly existing and in good standing under the laws of China
and has all requisite corporate power and authority to own, lease and carry on its business as now being conducted.


 






     


     


    

 


4.2          Authority. 
Buyer has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated
by this Agreement (collectively, the “Buyer Documents”) to be signed by Buyer and to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Buyer Documents by
Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by its board of directors
and approved by the shareholder of the Buyer. This Agreement has been, and the other Buyer Documents when executed and delivered
by Buyer as contemplated by this Agreement will be, duly executed and delivered by Buyer and this Agreement is, and the other Buyer
Documents when executed and delivered by Buyer, as contemplated hereby will be, valid and binding obligations of Buyer enforceable
in accordance with their respective terms, except:


 


	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;


 


	(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and


 


	(c)	as limited by public policy.


 


4.3          Information
Concerning GSI BVI and its subsidies.  Buyer is solely responsible for conducting its own due diligence with respect to
GSI BVI and its subsidiaries’ liabilities and for gathering enough information upon which to base a decision in purchasing
the Shares.  Buyer acknowledges that Seller has not made any representations with respect to GSI BVI and its subsidiaries
or their status or as to the value or merit of an investment in the Shares, except as explicitly stated in this Agreement. Buyer
understands that GSI BVI and its subsidies are sold “AS IS, WHERE IS”, without any representation or warranty except
as explicitly stated in this Agreement.


 


4.4          Non-Contravention;
Buyers’ Consents. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby and thereby do not and will not:


 


	(a)	violate, or result in a breach of, or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any third party to terminate or amend its obligations under, any contract to which Buyer is a party or by which it or its assets or properties are bound, or result in the creation of any encumbrance upon any of its assets or properties, which violation, breach, default or encumbrance would individually or in the aggregate be material to Buyer or materially impair or delay or prevent the consummation of the transactions contemplated hereby,


 


	(b)	violate any applicable Law of any governmental body having jurisdiction over Buyer, which violation would individually or in the aggregate be materially adverse to Buyer, or


 


	(c)	require the consent, authorization, order or approval of, filing or registration with, or waiver of any right of first refusal or first offer from, any governmental body or any third party, that has not been obtained, except as would not individually or in the aggregate be materially adverse to Buyer.


 


4.5          Litigation. 
There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened
against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 






     


     


    

 


4.6          Compliance
with Laws. The Buyer is in material compliance with all laws and regulations of or from any governmental body applicable to
its business and assets.


 


4.7          No
Brokers.  Buyer has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions
or finder’s fees in connection with the Transaction contemplated by this Agreement.


 


5.          CLOSING
CONDITIONS


 


5.1          Conditions
Precedent to Closing by Buyer.  The obligation of Buyer to consummate the Transaction is subject to the satisfaction or
written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance
with Section 7. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions
to Closing. These conditions precedent are for the benefit of Buyer and may be waived by Buyer in its sole discretion.


 


	(a)	Representations and Warranties. The representations and warranties of the Seller set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date.


 


	(b)	Performance. All of the covenants and obligations that the Seller are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.


 


	(c)	Transaction Documents. This Agreement and all other documents necessary to consummate the Transaction, all in form and substance reasonably satisfactory to Buyer, will have been executed and delivered to Buyer.


 


	 (d)	Surrender of Shares.  Seller shall surrender all of the issued and outstanding shares of GSI BVI to Buyer endorsed in blank for transfer from Seller to Buyer.


 


5.2          Conditions
Precedent to Closing by Seller.  The obligation of the Seller to consummate the Transaction is subject to the satisfaction
or written waiver of the conditions set forth below by a date mutually agreed upon by the parties hereto in writing and in accordance
with Section 7. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions
precedent are for the benefit of the Seller and may be waived by Seller in its sole discretion.


 


	(a)	Representations and Warranties. The representations and warranties of Buyer set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date.


 


	(b)	Payment of Purchase Price The Purchase Price has been transferred to the bank accounts of the Seller or its designated bank account pursuant to Article 2 of this Agreement.


 


	(c)	Performance. All of the covenants and obligations that the Buyer are required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.


 






     


     


    

 


	(d)	Transaction Documents. This Agreement and all other documents necessary to consummate the Transaction, all in form and substance reasonably satisfactory to Seller, will have been executed and delivered to Seller.


 


6.          ADDITIONAL
COVENANTS OF THE PARTIES


 


6.1          Confidentiality. 
All information regarding the business of GSI BVI and its subsidiaries including, without limitation, financial information that
Seller provides to Buyer during its due diligence investigation of GSI BVI and its subsidiaries will be kept in strict confidence
by Buyer and will not be used, dealt with, exploited or commercialized by Buyer or disclosed to any third party (other than Buyer’s
professional accounting and legal advisors) without Seller’ prior written consent unless it is required by the law or regulations.


 


6.2          Conduct
of GSI BVI and its subsidiaries.  From the date of this Agreement to the Closing Date, and except to the extent that Buyer
otherwise consents in writing, GSI BVI and its subsidiaries will operate its business substantially as presently operated and only
in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve its good reputation and
present business organization and to preserve its relationships with persons having business dealings with it.


 


6.3          Existing
Liabilities of GSI BVI and its Subsidiaries.  The Buyer understands it acquires all of the issued and outstanding shares
of GSI BVI and the Buyer agrees to assume all the existing Liabilities and responsibilities of GSI BVI and its subsidiaries, including
but not limited to the existing bank loans, debts and taxes owed by GSI BVI and its subsidiaries as well as payment of salary and
social benefits to employees of GSI BVI and its subsidiaries according to Chinese labor laws and regulations.


 


6.4          Notification. 
Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties
in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations
and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any
fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation
or warranty been made as of the time of occurrence or discovery of such fact or condition.


 


6.5          Public
Announcements.  Buyer and Seller agree that they will not release or issue any reports or statements or make any public
announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other
party, except as may be required to comply with applicable laws or regulatory requirements.


 


7.          CLOSING


 


7.1          Closing. 
The Closing shall take place on the Closing Date at the office of GSIH or at such other location as agreed to by the parties.


 


7.2          Closing
Deliveries of Seller.  At Closing, Seller will deliver or cause to be delivered the following, fully executed and in form
and substance reasonably satisfactory to Buyer:


 


	(a)	copies of the resolutions or consent action adopted by or on behalf of the Board of Directors and the shareholders owning majority voting power of the Seller evidencing approval of this Agreement and the Transaction.


 






     


     


    

 


	(b)	A fully executed and completed copy of this Agreement and any other necessary documents, each duly executed by Seller, as required to give effect to the Transaction


 


	(c)	share certificate or equivalent document representing the GSI BVI Shares;


 


7.3          Closing
Deliveries of Buyer.  At Closing, Buyer will deliver or cause to be delivered the following, fully executed and in form
and substance reasonably satisfactory to Seller:


 


	(a)	copies of the resolutions or consent action adopted by or on behalf of the Board of Directors and the shareholders of Buyer evidencing approval of this Agreement and the Transaction;


 


	(b)	A fully executed and completed copy of this Agreement and any other necessary documents, each duly executed by Buyer, as required to give effect to the Transaction; and


 


	(c)	evidence of payment of Purchase Price by the Buyer to the bank account in accordance with section 2.3 hereof.


 


8.          INDEMNIFICATION


 


Each Party shall indemnify and hold harmless
the other Party from and against any and all losses, damages, expenses and liabilities or actions, investigations, inquiries, arbitrations,
claims or other proceedings in respect thereof (collectively “Actions”) (Liabilities and Actions are herein
collectively referred to as “Losses”), that arise by reason of  representations by such Party in this Agreement
being untrue in any material respect or by reason of a breach of any of obligations of such Party under this Agreement. The Buyer
shall also indemnify and hold harmless General Steel Holdings, Inc. and its officers and directors (collectively “GSIH
US”) from and against any and all the Losses that arise by reason of representations by the Buyer in this Agreement
being untrue in any material respect or by reason of a breach of any of obligations of the Buyer under this Agreement.  Losses
include, but are not limited to, all reasonable legal fees, court costs and other expenses incurred in connection with investigating,
preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement or for any breach
of this Agreement notwithstanding the absence of a final determination as to breaching Party’s obligations to reimburse the
other Party or GSIH US for such Losses and the possibility that such payments might later be held to have been improper.


 


9.          TERMINATION


 


9.1          Termination. 
This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:


 


	(a)	mutual agreement of Buyer and Seller;


 


	(b)	Buyer, if there has been a material breach by the Seller of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Seller that is not cured to the reasonable satisfaction of Buyer, within ten business days after notice of such breach is given by Buyer;


 


	(c)	Seller, if there has been a material breach by Buyer of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Buyer that is not cured to the reasonable satisfaction of the Seller, within ten business days after notice of such breach is given by Seller.


 






     


     


    

 


9.2          Effect
of Termination.  In the event of the termination of this Agreement as provided in Section 9.1, this Agreement will be
of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for
any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.


 


10.          MISCELLANEOUS
PROVISIONS


 


10.1          Amendment. 
This Agreement may not be amended except by an instrument in writing signed by each of the parties.


 


10.2          Expenses. 
Each party will bear its own costs incurred in connection with the preparation, execution and performance of this Agreement and
the Transaction contemplated hereby, including all fees and expenses of its own agents, representatives and accountants.


 


10.3          Entire
Agreement.  This Agreement, the schedules attached hereto and the other documents in connection with this transaction
contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements
and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are
expressly superseded and terminated by this Agreement.


 


10.4          Notices. 
All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given if
sent by email, personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or
registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses provided in this Agreement.


 


All such notices and other
communications will be deemed to have been received:


		(a)	In the case of email, on the day after the email has been sent;



		(b)	in the case of personal delivery, on the date of such delivery;



		(c)	in the case of a fax, when the party sending such fax has received electronic confirmation of its
delivery;



		(d)	in the case of delivery by internationally-recognized express courier, on the third business day
following dispatch; and



		(e)	in the case of mailing, on the seventh business day following mailing.



 


10.5          Headings. 
The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation
of this Agreement.


 


10.6          Assignment. 
This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.


 


10.7          Governing
Law and Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada,
without giving effect to any other choice or conflict of law provision that would cause the application of the laws of any other
jurisdiction other than Nevada. Buyer and Seller irrevocably consent to the jurisdiction of the courts of the Clark County, Nevada
and of any Federal court located in such county in connection with any action, suit or proceedings arising out of or relating to
this Agreement or any action taken or omitted hereunder, and waive personal service of any summons, complaint or other process,
and agree that the service thereof may be made by certified or registered mail directed to any or all of the Parties at the addresses
listed on the signature pages attached hereto.


 






     


     


    

 


10.8          Construction. 
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rule of strict construction will be applied against any party.


 


10.9          Gender. 
All references to any party will be read with such changes in number and gender as the context or reference requires.


 


10.10        Counterparts. 
This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will
become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


10.11        Effective. 
This Agreement becomes effective upon the parties’ execution.


 


In
Witness Whereof, the Parties hereto have executed this Agreement as of the first date written above by the undersigned
thereunto duly authorized.







 


	SELLER	 	BUYER	 
	 	 	 	 
	General Steel Holdings, Inc.	 	Tianjin Shuangsi Trading Co. Limited	 
	 	 	 	 
	By: 	/s/Baoning Shi	 	By:  	/s/Bingxi Li	 
	 	 	 	 
	Name: Baoning Shi	 	Name: Bingxi Li	 
	Title: Chief Executive Officer	 	Title: General Manager	 
	Address:	 	
        Address:1 Heng Tai Lu, Da Qiu Zhuang, Tianjin

         
	 
	Tel.:	 	Tel.:	 
	Email:	 	Email: