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Tuesday, February 20, 2007 10:31:12 PM

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GENERAL STEEL HOLDINGS INC: 8-K, Sub-Doc 2
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General Steel Holdings, Inc.

GSHO

Company Profile – Pioneers in SOE Privatization

Roth Capital Partners Orange County Conference

February 19 - 22, 2007



Safe Harbor Statement

Under the Private Securities Litigation Reform Act of 1995, this presentation contains certain
forward-looking statements, which include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that
are other than statements of historical facts. These statements are subject to uncertainties and
risks including, but not limited to, product and service demand and acceptance, changes in
technology, economic conditions, the impact of competition and pricing, government regulations,
unforeseeable uncertainties and risks, and other risks defined in this document and in statements
filed from time to time with the Securities and Exchange Commission. Some projections and other
financial information are based on the information provided by our partners and acquisition targets
that have not been audited and may be subject to changes. Projections on DQ Metal are based on
currently available information and data and are subject to changes and uncertainties. Final results
may deviate significantly from these projections. The consummation of the contemplated
acquisitions depends on the Company’s successfully negotiating the acquisition terms with the
acquisition targets. There cannot be any assurance that these acquisition negotiations will be
successful or whether these acquisition terms are favorable to the Company. Projections on the
major SOE are largely based on negotiations with the government which may vary greatly in
duration. The actual duration and completion of negotiations may be significantly longer than these
projections. All forward-looking statements, whether written or oral, and whether made by or on
behalf of the Company, are expressly qualified by the cautionary statements and any other
cautionary statements which may accompany the the forward-looking statements. In addition, the
Company disclaims any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.



Our Vision

By 2010, we target to be the largest non-government owned steel product producer in
China

We intend to achieve sales in excess of $6 billion and EPS in excess of $3.50 per share

We target to consolidate operations in Northwest China and establish key subsidiaries in
select markets throughout China

We target to grow our production from 400,000 tons to 16.5 million tons annually and
revenues from $140 million to $6 billion

We intend to grow through aggressive mergers and acquisitions targeting State Owned
Enterprise (SOE) steel companies and selected entities with outstanding potential

For the past ten years we have laid the foundation to execute this strategy and have now
identified 4 key candidates



Who We are Now…

Company Snapshot

First non-government owned steel company in China – Founded 1989

First Chinese steel company to list in the USA – OTCBB 2004

Primary subsidiary: Tianjin Daqiuzhuang Metal Sheet Co., Ltd. (“DQ Metal”)

Niche: Market leader in agricultural vehicle metal – 50% market share

Profitable: Twenty years profitable track record

Financials: Mkt Cap: $70 million

Sales 2006E: $143 million

Sales 2007E: $180 million



Sales after 2007 should grow 5-10% annually.

CEO will merge his minority interest into stock of the parent company



DQ Profile

3

Transportation vehicles (10 - 15
tons)

24

Overhead cranes

2

Straightening machine

2

Flattening machine

6

Air compressor

9

Gas producer

2

Roller grinder

2

Annealing furnace

6

2,200 m3 gas producer

10

6mm x 2,500mm cut to size
shearer

5

16mm thick cut to size shearer

6

Gas-fired reheat furnace

10

1,200mm Rolling Machine

Quantity

Equipment

Located in Hebei province, Jinghai
county, 20 miles SW of Tianjin

320,390 square feet of building space
on 17.8 acres of land

All property owned and paid in full by
the Company



DQ Profile

Largest PRC producer of hot-rolled steel sheets for the domestic agricultural
vehicle market

10 production lines, production capacity 400,000 tons

Products used primarily by domestic agricultural vehicle market: small, motorized,
3-wheels, payload from 1,650 lbs - 4,400 lbs, retailing US$1,200 -$1,800

Modernized facility, technology and equipment - $12m upgrade in 2005

34% estimated production increase 2005-2006

57.2% estimated YOY revenue growth for FYE 2005-2006

Established nationwide distribution channels – 23 distributors, 3 regional sales
offices, 9 provinces



DQ Financial Projections

Daqiuzhuang Metal

Projected Consolidated Income Statements (in US$ ,000)

For the Years ending December 31, 2006, 2007, 2008, 2009, 2010

Year to Dec.31

2006E

2007E

2008E

2009E

2010E

TOTAL REVENUE

142,253

180,090

202,590

225,090

258,854

Total Cost of Revenue

-135,761

-165,683

-186,383

-204,832

-233,508

Gross Operating Profit

6,492



14,407



16,207



20,258



23,297

Selling, General & Admin. Expenses

-2,152



-2,410



-2,699



-3,023



-3,386

Net Operating Profit

4,340



11,997



13,508



17,235



19,911

Other income (expense)

160



-



-



-



0

EBIT

4,500



11,997



13,508



17,235



19,911

Interest Expense

-2,089



-2,156



-2,156



-2,156



-2,156

Profit Before Taxation & Minority Interest

2,411



9,841



11,352



15,079



17,755

Taxation

-



-1,279



-1,476



-3,619



-4,261

Net Profit Before Minority Interest

2,411



8,562



9,876



11,460



13,493

Minority Interest

-769



-2,568



-2,963



-3,438



-2,699

Net Profit

1,642



5,993



6,913



8,022



10,795

No. of O/S Shares

31,250



31,250



31,250



31,250



31,250

EPS

$0.05

$0.19

$0.22

$0.26

$0.35



Global Industry Snapshot

Fragmented industry

Global supply & demand

China as a world player

Raw materials

Domestic Industry Snapshot

Fragmented with 1100 players

Market segments SOEs vs. Private

Government consolidation plan

Restricted from foreign controlling
interest

Industry Snapshots



Target SOEs and select entities that are market leaders in their niches,

no smaller than 250,000 tons production and offer a PE of 2

Improve their profitability's by introducing western management practices,

introducing improved production processes, introducing western

capital channels for modernization

-------------------------

We have identified targets and designed a 4-Phase Growth Plan:

Phase I: Baotou-GSHO Joint Venture – announced 2006

Phase II: Central China Steel Company

Phase III: Coastal Region Steel Company

Phase IV: Major SOE

Our Strategy



Our Unique M&A Advantages

Provincial Rivalry – In cross-province SOE to SOE mergers, local government
may not endorse commercially viable deals: we are partner

Management conflict of interest – In SOE to SOE mergers, “loosing”
management teams may not endorse the deal

Trust – Management does not see us as a threat because of our long-term
relationships and their inclusion in post-merger operations

Incentive and Reward – Management is made to clearly see the incentives and
rewards for cooperation and inclusion in post-merger operations

Access to foreign capital – No other private steel company has this ability to
access capital markets to consummate mergers: domestic companies must rely
on operating capital; SOEs must rely on equipment contribution and policy loans

Perceived as both foreign and domestic – Our perception as foreign player
makes us welcomed by provincial governments looking to bring foreign
investment to their region: our perception as a domestic company allows for
controlling interest opportunities.



Four Major Growth Opportunities Identified

Our Growth Strategy - 4 Phases

Phase I: Baotou Joint Venture – 51% owned JV announced in 2006.

Phase II: Central China Acquisition – adding capacity 3 million
tons. Expected to be announced in early 2007.

Phase III: Coastal Region Acquisition – adding capacity 2 million
tons. Expected to be finalized by late 2007.

Phase IV: Major SOE Merger – preliminary negotiations
underway. Expected to be finalized by late 2008.



Phase I of Growth Plan
Baotou Steel-General Steel Special Steel
Joint Venture Co. Ltd (SSJV)

3 Stages of Operations

First stage: Announce early 2007 - will add 100,000 tons of capacity and
$45 million of revenues

Second stage: Implement 2008 - will add 300,000 tons of capacity and $135
million in revenues

Third stage: est. Implement 2009 - will add 200,000 tons of capacity and
approximately $90 million in revenues



Phase I of Growth Plan
Baotou Steel-General Steel Special Steel
Joint Venture Co. Ltd (SSJV)

Profile

Joint Venture - 51% JV signed with Baotou Steel – “Top 10” in nation,

3 stages of implementation

Total registered capital of JV: $24MM

Baotou contributes $12MM in land, equipment, and materials

GSHO and DQ Metal contribute $12.5MM in 3 stages

Location – Northeast China, Kundulun, Inner Mongolia

Products – Converter processed alloy steel billets, 60%-70% for oil, natural gas
and boiler use

Production Capacity – 600,000 tons

Customer Base – 10 key customers pre-identified



Phase I of Growth Plan
Baotou Steel-General Steel Special Steel
Joint Venture Co. Ltd (SSJV)

Key Advantages

Upgrade – $6 million physical plant upgrade completed in 2004

Partner – Baotou is top 10 largest steel producers in China

Raw Materials – Baotou owns a large mine 150km to supply raw materials

Transportation – Baotou owns a private railroad to transport raw materials

Product Demand – Pipes used in energy sectors of oil, natural gas and hydro
(boilers) forecast strong and sustained demand

Production Technology – Only producer in top 5 competitors using non-
ectrosmelting; allows for lower production costs

Strong Management Relationship – Key advisory role in prior Baotou subsidiary
turn-around

Future JVs – Strategic entry to future partnerships with Baotou

Tax – Sino-foreign Joint Venture tax holiday for first 2 years

Location – Only large production facility serving Northwest China



Phase I of Growth Plan
Baotou Steel-General Steel Special Steel
Joint Venture Co. Ltd (SSJV)

Baotou-General Steel Special Steel Joint Venture

Projected Consolidated Income Statements (in US$ ,000)

For the Years ending December 31 2007, 2008, 2009, 2010

Year to Dec.31

2007E

2008E

2009E

2010E

TOTAL REVENUE

26,080



44,960



54,400



63,648

Total Cost of Revenue

-24,754



-42,690



-51,658



-59,924

Gross Operating Profit

1,326



2,270



2,742



3,724

other operating profit

SG&A

-652



-1,124



-1,360



-1,537

Net Operating Profit

674



1,146



1,382



2,187

Other income (expense)

-



-



-



EBIT

674



1,146



1,382



2,187

Interest Expense

-



-



-



EBT & Minority Int.

674



1,146



1,382



2,187

Taxation

-



-



-228



-372

Net Profit before Minority interest

674



1,146



1,154



1,816

Minority interest

-135



-229

-231

-363

Net Profit

539



916



923



1,452



Profile

(Negotiations in final stages – estimated to be announced early 2007)

Located along a major waterway and railroad artery serving both Northwestern
and Eastern seaboard regions

Fully-integrated production capabilities: mining, coking, sintering, iron making,
steel-rolling, steel making

Main products include steel bars, strip steel, tubes, billets, pig iron, and coke

Capacity to produce approximatly 3 million tons of finished product annually

Equipment includes 6 sintering machines, 8 blast furnaces, 4 converters, 3
tandem mills, and 2 oxygenerators

Company has about 659 acres of land and 6500 employees

Annual Revenues expected to be in excess of $1 billion

Earnings impact: roughly 8x increase

Phase II of Growth Plan
Central China Steel Company



Phase II of Growth Plan
Central China Steel Company

Subsidiaries

Iron mine with current reserves of approximately 300 million tons

76% of a rolling mill that produces ribbon steel

39% of a iron and steel company that produces 300,000 tons of billets

90% of a steel company that produces 100,000 tons of rebar

Leased railway lines in the Northwest region’s largest steel trading center

51% of an import-export company

100% of an integrated transportation company - 23 loaders, 13 cranes, 1 excavator, and
160 vehicles

75% of a machinery maintenance company

75% of a company that makes products from steel making waste products

100% of a company producing refractory materials

four other subsidiaries



Phase II of Growth Plan
Central China Steel Company

Key Advantages

Secure resource bases of iron ore, coke, water, electricity, limestone

Iron mine with 300,000 ton reserves

Largest coal deposits in province

Transportation access to major highways, and a special railroad connecting
mine directly to the production site

Located at the Bridgehead to the Western region

Western region targeted by Central government for strong infrastructure
and economic development

Large transportation cost advantage for rebar (main product) - not suited
to long haul transportation

Nearest competitor is 500 km. away

Eligible for Western Region Development reduced tax



Phase II of Growth Plan
Central China Steel Company



Phase III of Growth Plan
Coastal Region Steel Company

Profile

(Negotiations well underway – estimated to be announced later 2007)

Location is in a prime domestic and international transportation hub

Main products include rebar and wire

Capacity to produce 2 million tons annually

Equipment is less than 3 years old and state-of-the art

Hot rollers designed by the top institutes in China

Processing equipment imported from Europe and the U.S.

Production site is 1.4 square kilometers with additional 2.5 square kilometers available

Strong existing distribution base

Current run rate $923 million

Expected purchase price 1.6x earnings



Phase III of Growth Plan
Coastal Region Steel Company

Key Advantages

Owned by a company that is a major customer for steel construction products

Company has not been well managed because its managers have
little steel industry experience

GSHO believes it can show dramatic improvement in performance by
installing its trained and expert management team

Company is a dominant supplier to the construction industry in one of the fastest
growing regions of China. It also has a good export business to South East
Asian countries including Vietnam, Thailand, and Malaysia

Management is willing to sell at a very low price in order to ensure a continuous
source of supply for it’s projects

Additional 2.5 square kilometers are available for developing a steel slab facility
in Phase 2 of this project. Construction is planned for 2010-11. The land is very
close to a large seaport



Phase III of Growth Plan
Coastal Region Steel Company

Coastal Region Steel Company

Projected Consolidated Income Statement (in US$ ,000)

For the Years Ended December 31, 2008, 2009, 2010

Year to Dec.31

2008E

2009E

2010E

TOTAL REVENUE

923,077



1,015,385

1,167,693

Total Cost of Revenue

-824,414

-906,855

-1,042,883

Gross Operating Profit

98,663



108,530



124,810

Selling, General & Admin. Expenses

-15,385



-17,693



-19,816

Net Operating Profit

83,278



90,837



104,993

Other income (expense)

-



-



EBIT

83,278



90,837



104,993

Interest Expense

Profit Before Tax & Minority Interest

83,278



90,837



104,993

Taxation

Net Profit Before Minority Interest

83,278



90,837



104,993

Minority Interest

-16,656



-18,167



-20,999

Net Profit

66,622



72,670



83,995



Phase IV of Growth Plan
Major SOE Steel Company

General Profile

Production Volume: One of China’s leading SOEs

Capable to produce 63 varieties of steel and nearly 2000 specifications of steel
products

Market dominance in key transportation infrastructure product

Nearly 30,000 employees

Over 20 subsidiaries, numerous Joint Ventures and partnerships

Nation-wide distribution and sales network, international sales offices



Phase IV of Growth Plan
Major SOE Steel Company

Major SOE Steel Company

Projected Income Statement (in US$ ,000)

For the Years ending December 31, 2009, 2010

Year to Dec.31

2009E

2010E

TOTAL REVENUE

3,825,000

4,398,750

Total Cost of Revenue

-3,366,000

-3,803,580

Gross Operating Profit

459,000



595,170

Selling, General & Admin. Expenses

-76,500



-84,915

Net Operating Profit

382,500



510,255

Other income (expense)

-



EBIT

382,500



510,255

Interest Expense

-104,000



-106,080

EBT Before Minority Interest

278,500



404,175

Taxation

Net Profit Before Minority Interest

278,500



404,175

Minority Interest

-136,465



-194,004

Net Profit

142,035



210,171



Consolidated Growth Forecast

Consolidated Income Statement (in US$ ,000)

For the Years ending December 31 2006, 2007, 2008, 2009, 2010

Year to Dec.31

2006E

2007E

2008E

2009E

2010E

TOTAL REVENUE

142,253



755,882



2,615,226



6,829,795



7,855,352

Total Cost of Revenue

-135,761



-695,271



-2,376,294



-6,019,856



-6,839,078

Gross Operating Profit

6,492



60,611



238,932



809,939



1,016,275

Selling, General & Admin. Expenses

-2,152



-21,064



-63,772



-150,666



-167,994

Net Operating Profit

4,340



39,547



175,159



659,273



848,281

Other income (expense)

160



-



-



-



EBIT

4,500



39,547



175,159



659,273



848,281

Interest Expense

-2,089



-8,916



-16,929



-123,556



-123,480

EBT bef. Minority Int.

2,411



30,631



158,230



535,717



724,801

Taxation

-



-2,762



-10,422



-27,367



-37,186

Net Profit Before Minority Interest

2,411



27,870



147,808



508,350



687,615

Minority Interest

-769



-11,834



-46,066



-220,237



-295,942

Net Profit

1,642



16,036



101,741



288,113



391,673

No. of O/S Shares

31,250



46,250



56,250



116,250



120,000

EPS

0.05

0.35

1.81

2.48

3.26



Our People

Management Team

Henry Yu: Founder and Chairman of the Board. First private steel enterprise owner in
China (1989), Former CEO of DQ Metal and Sheet; MBA, BA Business Management,
BS in Engineering; China national representative to Asia Pacific Economic
Cooperation (APEC) Development Council

John Chen: Chief Financial Officer. California CPA license; 7 years public and
private practice with US and Chinese companies; BS degree from Cal Poly Pomona.
Bi-lingual English & Chinese

Ross Warner: Director. 17 years management experience with companies working in
Asia; 8 years in China; MBA from Thunderbird; Bi-lingual English & Chinese

Guodong Wang: Director, Chief Technical Officer. Engineer at Anshen Iron and Steel
Company (2nd largest Steel Producer in China), Master’s Degree in Engineering from
Beijing Iron and Steel Research Institute, Professor at Northeastern University,
Shenyang



Our Vision

By 2010, we target to be the largest non-government owned steel product producer in
China

We intend to achieve sales in excess of $6 billion and EPS in excess of $3.50 per share

We target to consolidate operations in Northwest China and establish key subsidiaries in
select markets throughout China

We target to grow our production from 400,000 tons to 16.5 million tons annually and
revenues from $140 million to $6 billion

We intend to grow through aggressive mergers and acquisitions targeting State Owned
Enterprise (SOE) steel companies and selected entities with outstanding potential

For the past ten years we have laid the foundation to execute this strategy and have now
identified 4 key candidates


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