General Steel Holdings, Inc.

1. To elect the nine members of our Board of Directors to serve until the annual meeting ofstockholders to be held in 2012 and until their respective successors are elected and qualified.
2. To ratify the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as theindependent registered public accounting firm of the Company for the fiscal year endingDecember 31, 2011.
3. To approve and ratify the amendment to our 2008 Equity Incentive Plan to increase the number ofshares of common stock reserved for issuance thereunder by 1,000,000 to 3,000,000 shares.
4. To hold an advisory vote on the compensation of our Named Executive Officers as disclosed inthese materials.
5. To hold an advisory vote on whether an advisory vote on the compensation of our NamedExecutive Officers should be held every one, two or three years.
6. To consider and act upon any other matters that may properly come before the meeting or anyadjournment thereof.

The Board of Directors has fixed the close of business on April 25, 2011 as the record date for determining thestockholders having the right to vote at the meeting or any adjournment thereof. A list of such stockholders will beavailable for inspection by any stockholder during ordinary business hours at our principal place of business at theKuntai International Mansion Building, Suite 2315, Yi No. 12 Chaoyangmenwai Avenue, Chaoyang District,Beijing, China 100020 for the ten day period preceding the Annual Meeting. The stockholder list also will beavailable for inspection by any stockholder at the time and place of the Annual Meeting.

The accompanying Proxy Statement (the “Proxy Statement”) and our Annual Report to Stockholders for thefiscal year ended December 31, 2010 (the “2010 Annual Report”), which is not a part of this Proxy Statement and isnot proxy soliciting material, are available at http://www.shareholdervote.info. On or about May 9, 2011, we aremailing the Notice of Internet Availability of Proxy Materials (and, to the extent required or appropriate, full sets ofproxy materials) to our shareholders of record as of the record date. The Notice of Internet Availability of ProxyMaterials contains instructions for our shareholders, including how to access our Proxy Statement and 2010 AnnualReport and how to vote online. In addition, the Notice of Internet Availability of Proxy Materials containsinstructions on how you may receive a paper copy of the Proxy Statement and 2010 Annual Report, if you receivedonly a Notice of Internet Availability of Proxy Materials this year.

It is important that your shares are represented at the Annual Meeting. We urge you to review theattached Proxy Statement and, whether or not you plan to attend the Annual Meeting in person, vote yourshares. You can vote your shares promptly by casting your vote via the Internet or, if you receive a full set ofproxy materials by mail and prefer to mail your Proxy Card, please complete, sign, date and return theenclosed Proxy Card in the accompanying pre-addressed envelope, which does not require additional postage 2if mailed in the United States. You may revoke your vote by submitting a subsequent vote over the Internet orby mail before the Annual Meeting, or by voting in person at the Annual Meeting.

If you plan to attend the Annual Meeting, we would appreciate you notifying Jenny Wang, our InvestorRelations Manager, by telephone at +86-10-5879-7346 or by email at jenny.wang@gshi-steel.com by June 13, 2011to assist us with meeting preparations. If your shares are not registered in your own name and you would like toattend the Annual Meeting, please follow the instructions contained in the Notice of Internet Availability of ProxyMaterials and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtaina valid proxy from it. This will enable you to gain admission to the Annual Meeting and vote in person.

By Order of the Board of Directors,

By: /s/ John Chen
John Chen
Secretary

Beijing, China
May 2, 2011