General Steel Holdings, Inc. (OTCMKTS:GSIH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 31, 2018, General Steel Holdings, Inc. (the “Registrant”), entered into a Share Exchange Agreement (the “Agreement”) with Fresh Human Global Ltd., a Cayman Islands corporation (“FH”) and Hummingbird Holdings Limited, the sole shareholder of FH (“Hummingbird”) holding one share of FH. to the terms of the Agreement, Hummingbird exchanged its equity interest in FH for 4,175,095 shares of restricted stock (the “Shares”) of the Registrant (the “Exchange”). As a result of the Exchange, FH is now a wholly-owned subsidiary of the Registrant. FH was valued at $4,175,095.
The transactions contemplated by the Agreement are related party transactions. Hummingbird is a shareholder of the Registrant, holding 51.1% of the Registrant’s outstanding common stock and through ownership of the Registrant’s Series A Preferred Stock has voting power of 30% of the combined voting power of our common stock and preferred stock, and as a result of the Exchange, Hummingbird now holds 55.5 % of the common stock of the Registrant. The consideration for the Exchange was based on an arms-length transaction and represents the anticipated value of the Registrant on a consolidated basis with FH.
FH is the sole shareholder of Tuotuo River HK Limited, a Hong Kong limited liability company, which through various contractual arrangements between Tuotuo’s wholly-owned subsidiary Beijing Qianhaitong Technology Development Co., Ltd. and Beijing Ouruixi Medical Technology Co., Ltd., a PRC entity and its shareholders is in the business of cell research, development, storage and cell culture service in the People’s Republic of China.
The Registrant is in the business of steel-related products trading business, and as the result of the Exchange, is also in the business of cell research, development, and storage and cell culture service in the PRC.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.02.
The Shares issued to the Agreement were issued in reliance on an exemption from registration under Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”). The basis for the availability of this exemption include the facts that the sale of the Shares was made to non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), to offshore transactions, and no directed selling efforts were made in the United States by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Item 9.01. Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of FH shall be filed as an amendment to this Current Report on Form 8-K by March 16, 2019.
(b) Pro Forma.
The proforma financial statements shall be filed as an amendment to this Current Report on Form 8-K by March 16, 2019.
(d) Exhibits.
GENERAL STEEL HOLDINGS INC Exhibit
EX-10.1 2 tv512147_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) dated as of December 31,…
To view the full exhibit click here
About General Steel Holdings, Inc. (OTCMKTS:GSIH)
General Steel Holdings, Inc., through its subsidiary, General Steel Investment Co., Ltd., operates steel companies serving various industries in the People’s Republic of China (PRC). The Company manufactures and sells steel products, such as steel rebar, hot-rolled carbon and silicon sheets and spiral-weld pipes. The Company sells its products primarily to distributors and related parties. The Company has controlling interests in a trading subsidiary and an Internet-of-things subsidiary: Tianjin Shuangsi Trading Co., Ltd. (Tianjin Shuangsi) and Tongyong Shengyuan (Tianjin) Technology Development Co., Ltd. (Tongyong Shengyuan). Tianjin Shuangsi is a trading company that primarily trades iron ore, nickel-iron-manganese alloys and other steel-related products. Tongyong Shengyuan is a holding company of Tianjin Shuangsi.
