UNITED STATES

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 1934

Date of Report (Date of earliest event reported): July ~~December 31~~4, ~~2018~~2019

General Steel Holdings, Inc.
(Exact name of registrant as specified in charter)

Nevada		001-33717		41-2079252
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 106, Tower H,
Phoenix Place, Shuguangxili,
Chaoyang District, Beijing, China 100028

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

+ 86 (10) 58667723

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~ Securities ~~2.01.~~registered ~~Completion~~pursuant ofto ~~Acquisition~~Section or12(b) ~~Disposition~~ of ~~Assets.~~the Act:

~~On December~~Title 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 FHeach ~~(“Hummingbird”)~~class ~~holding~~Trading ~~one share of FH. Pursuant to the terms of the Agreement, Hummingbird exchanged its equity interest in FH for 4,175,095 shares of restricted stock~~ Symbol(~~the “Shares”~~s) ofName ~~the Registrant (the “Exchange”). As a result~~ of ~~the~~each ~~Exchange,~~exchange FHon iswhich ~~now~~registered aNONE ~~wholly-owned~~N/A ~~subsidiary of the Registrant. FH was valued at $4,175,095.~~N/A

~~The~~Item ~~transactions contemplated by the Agreement are related party transactions~~5.02 ~~Hummingbird~~Departure ~~is a shareholder~~ of ~~the~~Directors ~~Registrant,~~or ~~holding~~Certain ~~51.1%~~Officers; ofElection ~~the Registrant’s outstanding common stock and through ownership~~ of ~~the~~Directors; ~~Registrant’s~~Appointment ~~Series A Preferred Stock has voting power~~ of ~~30%~~Certain ofOfficers; ~~the~~Compensatory ~~combined~~Arrangements ~~voting power~~ of ~~our~~Certain 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.Officers

FHOn isJuly 4, 2019, the ~~sole~~board ~~shareholder~~of directors (the “Board”) of ~~Tuotuo~~General ~~River HK~~Steel ~~Limited~~Holdings, aInc. ~~Hong~~(the ~~Kong~~“Company”), ~~limited~~received ~~liability~~resignation ~~company~~letters from Mr. Zuosheng Yu, ~~which~~a ~~through~~member ~~various~~and ~~contractual~~Chairman ~~arrangements~~of ~~between~~the ~~Tuotuo’s~~Board ~~wholly-owned subsidiary~~and ~~Beijing~~Chief ~~Qianhaitong~~Executive ~~Technology~~Officer ~~Development~~of ~~Co.~~the Company (“CEO”), ~~Ltd~~Mr. John Chen, a member of the Board and ~~Beijing~~Chief ~~Ouruixi~~Financial ~~Medical~~Officer ~~Technology~~of ~~Co.~~the Company (“CFO”), ~~Ltd~~Mr. Tong Yin, aan ~~PRC~~independent ~~entity~~director of the Board, Mr. Zhongkui Cao, an independent director of the Board, and ~~its~~Mr. ~~shareholders~~James isHu, inan independent director of the ~~business~~Board, all of ~~cell~~which ~~research~~were effective on July 8, ~~development~~2019. Mr. Yin, ~~storage~~Mr. Cao and ~~cell~~Mr. ~~culture~~Hu ~~service~~also inresigned as the ~~People’s~~members of the Corporate Governance and ~~Republic~~Nominating Committee, the Audit Committee and the Compensation Committee of ~~China~~the Board, effective on July 8, 2019.

~~The~~On ~~Registrant~~July is5, in2019, the ~~business~~Board ofappointed ~~steel-related~~Mr. ~~products~~Baoning ~~trading business~~Shi, Mr. Zhiguang Liu and Mr. Wei Liu as the ~~result~~members of the ~~Exchange~~Board, iseffective ~~also~~on inJuly ~~the~~8, ~~business~~2019 ofto ~~cell~~serve ~~research,~~until ~~development,~~their ~~and storage~~successors have been duly elected and ~~cell~~qualified ~~culture~~or ~~service~~until intheir ~~the~~removal ~~PRC~~or earlier resignation or death.

~~Item~~On 3July 5, 2019, the Board also appointed Mr.02 Baoning Shi as the Chairman of the Board and CEO of the Company and Mr. ~~Unregistered~~Zhiguang ~~Sales~~Liu as the CFO of ~~Equity~~the ~~Securities~~Company, effective on July 8, 2019, until their removal or earlier resignation or death.

~~The~~Mr. ~~information~~Baoning ~~provided~~Shi, inage ~~Item~~47, 2has served as Chairman of Beijing Han River Investment Co.01, Ltd. since January 2015. Since November 2010, Mr. Shi has also served as Chairman of Beijing Ouruixi Medical Technology Co., Ltd., a 100% controlled variable interest entity of the Company. From January 2011 to ~~this~~December ~~Current~~2014, ~~Report~~Mr. onShi ~~Form~~served ~~8-K~~as isa ~~incorporated~~medical ~~into~~project ~~this~~partner ~~Item~~of 3Beijing Cybernaut Investment Group.02 Mr. Shi received his Bachelor’s Degree in Physics from Nankai University in July 1994.

~~The~~Mr. ~~Shares~~Zhiguang ~~issued~~Liu, ~~pursuant~~age to45, ~~the~~has ~~Agreement~~served as ~~were~~Chief ~~issued~~Executive inOfficer ~~reliance~~of onBeijing anOuruixi ~~exemption~~Medical ~~from~~Technology ~~registration~~Co., ~~under~~Ltd., ~~Section 4(~~a~~)(2)~~ ~~and/or~~100% ~~Regulation~~controlled Svariable ofinterest ~~the~~entity ~~Securities Act~~ of ~~1933,~~the Company assince ~~amended~~August ~~(“Regulation S”)~~2018. ~~The~~From ~~basis~~October ~~for~~2016 ~~the~~to ~~availability~~July of2018, ~~this~~Mr. ~~exemption~~Liu ~~include~~served ~~the~~as ~~facts~~Managing ~~that~~Director ~~the~~of ~~sale~~Boyattle of(Beijing) ~~the~~Investment Co., Ltd. ~~Shares~~From ~~was~~July ~~made~~2012 to ~~non-U.S.~~September ~~person~~2016, ~~(as~~Mr. ~~defined~~Liu ~~under~~served ~~Rule~~as ~~902~~Vice ~~section~~President ~~(k)(2)(i)~~ of ~~Regulation~~Huayuan ~~S),~~Fund. ~~pursuant~~From January 2009 to ~~offshore~~June ~~transactions~~2012, ~~and~~ noMr. ~~directed~~Liu ~~selling~~served as ~~efforts~~Managing ~~were~~Director ~~made~~of inBeijing ~~the~~Ronde ~~United~~Fenghe ~~States~~Investment byCo., ~~the~~Ltd. ~~Company,~~Mr. aLiu ~~distributor,~~received ~~any~~his ofBachelor’s ~~their~~Degree ~~respective~~in ~~affiliates,~~International orEconomics ~~any~~and ~~person~~Trade ~~acting~~from onBeijing ~~behalf~~Wuzi ofUniversity ~~any~~in ofJuly ~~the foregoing~~1996.

~~Item~~Mr. 9Wei Liu, age 46, served as Vice President of Shanghai Jiye Group from November 2017 to June 2019.01 From November 2016 to October 2017, Mr. ~~Financial~~Liu ~~Statement~~served as Marketing Director of Anxin Zhongbao Technology Group Co., Ltd. From August 2014 to November 2016, Mr. Liu served as Marketing Manager of Sykes Enterprises, Incorporated (Nasdaq: SYKE). Mr. Liu received his Bachelor’s Degree in Decoration and ~~Exhibits~~Design from Beijing Institute of Graphic Communication in July 1993, his Master’s Degree in Project Management from Wuhan University in July 2011 and his EMBA Degree from Shanghai Jiaotong University in September 2016.

~~(a)~~Based ~~Financial~~on ~~Statements~~its investigation, the Board determined that Mr. Wei Liu is “independent” under the independence requirements of ~~Business~~Rule ~~Acquired~~10A-3 under the Securities Exchange Act of 1934, and he does not have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~The~~Based ~~financial~~on ~~statements~~its ofreview, FHthe ~~shall~~Board bealso determined ~~filed~~that asMr. anWei ~~amendment~~Liu toqualifies ~~this~~as ~~Current~~a ~~Report~~“Non-Employee onDirector” ~~Form~~as ~~8-K~~defined by ~~March~~Rule 1616b-3 under the Securities Exchange Act of 1934, ~~2019~~as amended, and an “outside director” under Section 162(m) of the Internal Revenue Code and related regulations.

Each of Mr. Baoning Shi and Mr. Zhiguang Liu was appointed as a member of the Board as an understanding pursuant to the subscription agreements between the Company and Hummingbird Holdings Limited on August 24, 2018 and on November 29, 2018. Mr. Wei Liu was appointed as a member of the Board as an understanding pursuant to the Share Exchange Agreement by and among the Company, Fresh Human Global Ltd., a Cayman Islands corporation (b“FH”), ~~Pro~~and ~~Forma~~Hummingbird Holdings Limited, the sole shareholder of FH, dated December 31, 2018 and the transactions contemplated thereby. There is no family relationship between each of Mr. Baoning Shi, Mr. Zhiguang Liu or Mr. Wei Liu and any director or executive officer of the Company.

~~The~~In ~~proforma~~connection ~~financial~~with ~~statements~~his ~~shall~~appointment as CEO, bethe ~~filed~~Company asentered into an ~~amendment~~employment toagreement ~~this~~with ~~Current~~Mr. ~~Report~~Shi on ~~Form~~July 8-K, by2019. ~~March~~The 16employment agreement provides that Mr. Shi will receive compensation in the amount of RMB 31,000 (approximately $4,500) per month. The term of the employment agreement is for three years, starting on July 8, 2019.

In connection with his appointment as CFO, the Company entered into an employment agreement with Mr. Zhiguang Liu on July 8, 2019. The employment agreement provides that Mr. Zhiguang Liu will receive compensation in the amount of RMB 31,000 (dapproximately $4,500) ~~Exhibits~~per month. The term of the employment agreement is for three years, starting on July 8, 2019.

Exhibit No.	Description
10.1	Share Exchange Agreement, dated as of December 31, 2018

In connection with his appointment as an independent director, the Company entered into a director agreement with Mr. Wei Liu on July 8, 2019. The director agreement provides Mr. Wei Liu with compensation in the amount of RMB 13,700 (approximately $2,000) per month.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL STEEL HOLDINGS, INC.
	By:	/s/ ~~John~~Baoning ~~Chen~~Shi
		Name:	~~John~~Baoning ~~Chen~~Shi
		Title:	Chief ~~Financial~~Executive Officer
Dated: January 31, 2019
Dated: July 9, 2019

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