- Proxy Statement - Notice of Shareholders Meeting (preliminary) (PRE 14A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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	[ ]	Definitive Proxy Statement
	[ ]	Definitive Additional Materials
	[ ]	Soliciting Material Pursuant to § 240.14a-12

CHINA GENGSHENG MINERALS, INC.
(Name of Registrant as Specified In Its Charter)

_______________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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China GengSheng Minerals, Inc.
No.88 GengSheng Road, Dayugou Town, Gongyi, Henan China 451271

July [ ], 2011

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend the 2011 Annual Meeting of Stockholders of China GengSheng Minerals, Inc., which will be held at ________, ZhengZhou, People’s Republic of China, on Wednesday, September 28, 2011, commencing at 9:00 a.m., local time. The matters to be acted upon at the meeting are described in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote on the business to be considered at the meeting is important, regardless of the number of shares you own. Whether or not you plan to attend the meeting, please complete, sign and date the accompanying proxy card and promptly return it in the enclosed prepaid envelope prior to the meeting so that your shares may be represented at the meeting. Returning the proxy card does not deprive you of your right to attend the meeting and to vote your shares in person.

Sincerely yours,

Shunqing Zhang
Chief Executive Officer

CHINA GENGSHENG MINERALS, INC.
No. 88 Gengsheng Road
Dayugou Town, Gongyi, Henan
People’s Republic of China

N OTICE OF A NNUAL M EETING OF S TOCKHOLDERS
T O BE HELD ON WEDNESDAY , S EPTEMBER 28, 2011

Notice is hereby given that the Annual Meeting of Stockholders of China GengSheng Minerals, Inc., a Nevada corporation, will be held on Wednesday, September 28, 2011, at 9:00 a.m., local time, at _______, ZhengZhou, People’s Republic of China for the following purposes:

	1.	To elect the Company’s Board of Directors to hold office until the 2012 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

	2.	To ratify the appointment of PKF, Hong Kong, as the Company’s independent registered public accounting firm;

	3.	To approve and adopt the 2011 Stock Incentive Plan; and

	4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on August 18, 2011 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments. A list of such stockholders will be available for inspection by any stockholder during ordinary business hours at our principal place of business at No. 88 Gengsheng Road, Dayugou Town, Gongyi, Henan, People’s Republic of China, 451271, for the ten day period preceding the Annual Meeting. The stockholder list also will be available for inspection by any stockholder at the time and place of the Annual Meeting. Please mark, sign and date the enclosed proxy card and mail it promptly in the accompanying envelope.

	By Order of the Board of Directors,

	Xiangyang Zhang
	Secretary

Henan, People’s Republic of China
July [__], 2011

IMPORTANT

Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the envelope provided. In the event you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

CHINA GENGSHENG MINERALS, INC.
No. 88 Gengsheng Road
Dayugou Town, Gongyi, Henan
People’s Republic of China
(86) 371-64059818

P ROXY S TATEMENT
A NNUAL M EETING OF S TOCKHOLDERS
T O BE HELD ON W EDNESDAY , S EPTEMBER 28, 2011

G ENERAL I NFORMATION

The Board of Directors of China GengSheng Minerals, Inc., a Nevada corporation, is furnishing this Proxy Statement to the holders of its Common Stock, in connection with its solicitation of proxies for use at the Annual Meeting of Stockholders to be held at _______, ZhengZhou, People’s Republic of China, at 9:00 a.m., local time, on Wednesday, September 28, 2011, and at any and all adjournments thereof. You may obtain directions to the location of the Annual Meeting by visiting www.gengsheng.com/2011AnnualMeeting .

A proxy delivered pursuant to this solicitation is revocable at the option of the person giving it at any time before it is exercised. A proxy may be revoked, prior to its exercise, by executing and delivering a later dated proxy, by delivering written notice of the revocation of the proxy to the Secretary of China GengSheng Minerals, Inc. prior to the Annual Meeting or by attending and voting at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy. Unless previously revoked, the shares represented by the enclosed proxy will be voted in accordance with the stockholder’s directions if the proxy card is duly executed and returned prior to the Annual Meeting. If no directions are specified, the shares will be voted “FOR ALL NOMINEES” recommended by the Board of Directors and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.

China GengSheng Minerals, Inc. will bear the expense of preparing, printing and mailing this Proxy Statement and soliciting the proxies it is seeking. In addition to the use of the mails, proxies may be solicited by officers, directors and employees of China GengSheng Minerals, Inc, in person or by telephone, e-mail or facsimile transmission. China GengSheng Minerals, Inc. also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of the underlying shares as of the Record Date and will reimburse the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly completing, signing and returning the enclosed proxy card will help to avoid additional expense.

This Proxy Statement and the enclosed proxy card are first being mailed to stockholders on or about August [ ], 2011. A copy of the 2010 Annual Report to Stockholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission (the “SEC”), is being mailed with this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on September 28, 2011:

This Proxy Statement and the 2010 Annual Report to Stockholders are available at www.gengsheng.com/2010AnnualMeeting .

Market for Common Stock

The Company’s common stock trades on the NYSE Amex under the symbol “CHGS.”

Voting Rights

China GengSheng Minerals, Inc.’s Common Stock is the only class of securities entitled to vote at the Annual Meeting. The close of business on August 18, 2011 has been fixed as the Record Date for the determination of our stockholders entitled to notice of, and to vote at, the 2010 Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. As of the Record Date, we had outstanding [ ] shares of Common Stock. Each outstanding share of Common Stock entitles the holder to one vote on all matters submitted to the stockholders.

Quorum and Voting Requirements

For each proposal to be considered at the Annual Meeting, the holders of no less than one third of the shares of the capital stock of the Company issued and outstanding and entitled to vote on such matter at the meeting, present in person or by proxy, will constitute a quorum. Both abstentions and “broker non-votes” will be treated as present for purposes of determining a quorum. A “broker non-vote,” however, does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. “Broker non-votes” are votes that brokers holding shares of record for their customers (i.e., in “street name”) are not permitted to cast under applicable stock market regulations because the brokers have not received instructions (or have received incomplete instructions) from their customers as to certain proposals, and, therefore, the brokers have advised us that they lack voting authority.

With regard to Proposal One (Election of Directors), votes may be cast for the nominees or may be withheld. Each director nominee was recommended by the Board of Directors, and all nominees are current directors, standing for re-election. Action by the stockholders on the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. Votes that are withheld, abstentions and broker non-votes are not considered “votes cast” and therefore will have no effect on the outcome of Proposal One.

P ROPOSAL O NE :
E LECTION OF D IRECTORS

Action will be taken at the Annual Meeting for the election of four directors. Each director elected at the Annual Meeting will serve until the 2012 Annual Meeting or until his successor is elected and qualified. Proxies can be voted for only four nominees.

The Board of Directors has no reason to believe that any of the nominees for director will not be available to stand for election as director. However, if some unexpected occurrence should require the substitution by the Board of Directors of some other person or persons for any one or more of the nominees, the proxies may be voted in accordance with the discretion of the named proxies “FOR” such substitute nominees.

The name, age, principal occupation for the last five years, selected biographical information and period of service as a director of China GengSheng Minerals, Inc. of the nominees for election as directors are set forth below.

Nominees for Director

Shunqing Zhang, age 58. Mr. Zhang became CEO and President of China GengSheng Minerals, Inc. on April 25, 2007 and has served as Chairman of the Board since May 3, 2007. Mr. Zhang was elected Chairman of the Board and CEO of Henan Gengsheng in December, 2005. Prior to that, he served as President of Henan Gengsheng for June 2002 to December 2005, and served as Chairman of the Board and President of the Gengsheng Industry Group of Henan Province, from 1997 to 2002. Prior to that, Mr. Zhang served as Director of the Academy of the Ministry of Metallurgy Lofa Resistance Associated Experimental Plant in Gongyi City, a refractories manufacturer, from 1986 to 1997. Mr. Zhang holds an associate degree from China Central Radio and TV University. In December of 2008, Mr. Zhang was awarded the title of "Gongyi City's Most Influential Person in the 30 Years of Opening & Reform" by the City of Gongyi in Henan Province. In naming Mr. Zhang, the city cited his achievements in creating jobs in the local community, stimulating the rapid growth of Gongyi's economy and setting excellent examples of taking social responsibilities. As Chief Executive Officer of the Company, Mr. Zhang provides the Board with an intimate understanding of the Company’s operations and industry.

Ming He, age 41 . Mr. He joined Shengkai Innovations, Inc. (NASDAQ: VALV) in March 2010 and serves as the Chief Financial Officer. Between January 2007 and February 2010, Mr. He served as CFO of Usunco Automotive Limited / Equicap, Inc. (EQPI.OB). From October 2004 until January 2007, Mr. He served as the Senior Manager of SORL Auto Parts, Inc. (NASDAQ: SORL). Mr. He holds designations of Chartered Financial Analyst and Illinois Certified Public Accountant. He received his Master of Science degree in Accountancy in 2004 and Master of Business Administration degree in Finance in 2003 from University of Illinois at Urbana-Champaign. He also received his Bachelor of Arts degree from Shanghai Institute of Foreign Trade in 1992. Mr. He serves as the chair of the Audit Committee and is a member of the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

Jingzhong Yu , Age 47. Prof. Yu currently is an accounting professor at Zhongnan University of Economics and Law and has served in such position since 1985. Prof. Yu also served as an investment advisor from December 2003 to December 2007 to China Wanke Co., Ltd., which is a residential property developer, 999 Group, which is a pharmaceutical manufacturing company, Sanyi Group., Ltd., which is in the equipment and machinery manufacturing business, and China National Salt Industry Corporation, which is in the business of producing salt and salt chemicals. From December 2003 to June 2008, Prof. Yu served as an investment advisor to China Tobacco Group, which manufactures tobacco products. Prof. Yu serves as the chair of the Compensation Committee and is a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board.

Ningsheng Zhou , Age 53. Prof. Zhou has been a professor and President of Research Institute of High Temperature Materials of Henan Technology University since 2004. From 2000 to 2004, Mr. Zhou was a Vice President of Luoyang Refractory Research Institute. Mr. Zhou is a research expert in the refractory industry with more than 20 years of research experiences in the refractory industry. Mr. Zhou received his Ph. D. degree from the University of Montreal in Canada in 2000 and a Master of Inorganic Non-Metallic Materials from Luoyang Refractory Research Institute in China in 1987. Mr. Zhou received his undergraduate degree in Refractory Materials from the University of Wuhan Technology in 1982 and also had been a visiting scholar in German. Prof. Zhou has been retained as a consultant advising the Company in its operations and providing guidance and assistance in the research and development of refractory materials since June 20, 2011.

The Board of Directors recommends a vote “FOR ALL NOMINEES” listed in Proposal One for election to the Board of Directors.

P ROPOSAL T WO :
RATIFICATION OF APPOINTMENT OF PKF HONG KONG

The Audit Committee of the Board of Directors appointed PKF Hong Kong as the Company’s independent registered public accounting firm. PKF Hong Kong currently audits the Company’s financial statements annually. The affirmative vote of a majority of the votes cast is necessary to appoint PKF. Representatives of PKF Hong Kong may be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. If the appointment of PKF Hong Kong is not ratified by the stockholders, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of PKF Hong Kong.

The Board of Directors recommends that the stockholders vote “FOR” the
ratification of appointment of PKF Hong Kong.

P ROPOSAL T HREE :
APPROVAL AND ADOPTION OF THE COMPANY ’ S 2011 STOCK INCENTIVE PLAN

General Description of the Company’s 2011 Stock Incentive Plan ( the “2011 Plan”)

The following summary describes the material features of the 2011 Plan. The summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2011 Plan, which is annexed as Exhibit A to this Information Statement.

Purpose

The 2011 Plan is intended to enhance the Company’s and its Affiliates’ (as defined) ability to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such officers, directors, key employees and other persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.

Administration

The 2011 Plan is administered a committee appointed by our board of directors (the “Committee”). To the extent required by our board of directors, the Committee shall (i) consist of two or more directors who are “Nonemployee Directors” as defined in Rule 16b-3 issued under the Exchange Act, (ii) consist solely of persons who are Outside Directors within the meaning of Section 162(m)(3), or (iii) satisfy the applicable requirements of any stock exchange on which the Common Stock may then be listed. Subject to the express provisions of the 2011 Plan and to applicable law, the Committee shall have full power and authority to grant awards to the Service Providers (as defined) prescribed under the 2011 Plan. Unless otherwise expressly provided in the 2011 Plan, all designations, determinations, interpretations and other decisions under or with respect to the 2011 Plan or any award or Award Agreement shall be within the sole discretion of the Committee, as may be made at any time and shall be final, conclusive and binding upon any eligible person and any holder or beneficiary of any award.

Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or SAR that (i) causes the Option or SAR to become subject to Section 409A, (ii) reduces the Option Price or SAR Exercise Price, either by lowering the Option Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a replacement Option or SAR with a lower Option Price or SAR Exercise Price or (iii) would be treated as a repricing under the rules of the exchange upon which the Company’s Stock trades, without, with respect to item (i), the Grantee’s written prior approval, and with respect to items (ii) and (iii), without the approval of the stockholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant to the appropriate provisions in the 2011 Plan.

Stock Subject to the Plan

Stock Available . The shares of Stock issuable under the 2011 Plan are available either from authorized but unissued shares or from shares reacquired by us on the open market. Subject to the adjustment provision mentioned below, the maximum number of shares of Stock available for issuance under the 2011 Plan shall be 3,000,000. All of the shares of Stock available for issuance under the 2011 Plan shall be available for issuance pursuant to Incentive Stock Options. To the extent shares of Stock not issued under an Option must be counted against this limit as a condition to satisfying the rules applicable to incentive stock options, such rule shall apply to the limit on incentive stock options granted under the 2011 Plan. Stock issued or to be issued under the 2011 Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. The maximum number of shares of Common Stock that may be subject to Awards (denominated in shares of Stock) to any one Grantee during any calendar year shall not exceed 100,000. If an Award is denominated in shares of Stock but an equivalent value of cash is paid in lieu of shares, the foregoing limit shall be applied to the shares based on the methodology used by the Committee to convert the shares to cash. For any awards that are stated with reference to a specified dollar limit, the maximum amount that may be paid to any one Grantee with respect to a 12 month performance period shall equal to the dollar equivalent of the number of shares that can be awarded to any one Grantee during a twelve(12)-month performance period. (pro rated up or down for performance periods that are greater or lesser than 12 months). If a SAR is granted in tandem with an Option, the SAR and the Option are considered one Award.

Adjustments . In the event of any corporate event (including, but not limited to, a change in the shares of the Company or the capitalization of the Company), or transaction, as described in the 2011 Plan, in order to prevent dilution or enlargement of participants’ rights under the 2011 Plan, the Committee shall substitute or adjust, as applicable, the number and kind of shares that may be issued under the 2011 Plan or under particular forms of awards, the number and kind of shares subject to outstanding awards, the option price or grant price applicable to outstanding awards, the annual award limits, and other value determinations applicable to outstanding awards.

Effect of Change of Control

The Designees or Committee shall determine the effect of a Change in Control upon Awards, and such effect may be set forth in the appropriate Award Agreement. Unless an Award Agreement (as defined) explicitly provides otherwise, if the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”), the Designees or Committee or the board of directors of any entity assuming the obligations of the Company hereunder, shall, as to the awards such as outstanding Options, SARs, grants of Restricted Stock, Restricted Stock Units and/or Unrestricted Stock either (i) make appropriate provisions for the continuation of such awards by substitution; or (ii) provide that all such awards must be exercised; or (iii) terminate all Options and/or SARs in exchange for an equivalent cash payment (provided that any Option or SAR to which the underlying Common Stock has a Fair Market Value that does not exceed the exercise price, or that are not then exercisable, shall be cancelled without any payment therefore).

Eligibility

Under the 2011 Plan, Awards may be made to any Service Provider, including any Service Provider (as defined) who is an officer or director of the Company or of any Affiliate, as the Committee shall determine and designate from time to time in its discretion.

Award Agreement

Each Award shall be evidenced by an Award Agreement, determined by the Committee. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the 2011 Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Stock Option.

In an Award Agreement, the Company may retain the right to cause a forfeiture of the gain realized by a Grantee (as defined) on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate.

In an Award Agreement, the Company may retain the right to cause a forfeiture of the gain realized by a Grantee, if the Grantee voluntarily terminates his employment with the Company. Furthermore, the Company may annul an Award if the Grantee is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable. The grant of any Award may be contingent upon the Grantee executing the appropriate Award Agreement.

Types of Awards under 2011 Plan

Options. The Committee is authorized to grant options to Service Providers with the following terms and conditions:

	(i)	Exercise Price . The Option Price of each Option shall be fixed by the Committee and stated in the related Award Agreement. The Option Price shall be at least the Fair Market Value of a share of Stock on the Grant Date; provided , however , that (i) in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date, and (ii) with respect to Awards made in substitution for or in exchange for awards made by an entity acquired by the Company or an Affiliate, the Option Price does not need to be at least the Fair Market Value on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.

	(ii)	Option Term . The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted (or five years from the date such Option was granted in the event of an Incentive Stock Option granted to a Ten Percent Shareholder).

	(iii)	Time and Method of Exercise . The Award Agreement shall state the time or times at which an option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, shares, other securities, other awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

Stock Appreciation Rights (the “SAR”) . The Committee is authorized to grant SARs to any Service Provider subject to the terms of the 2011 Plan and any applicable Award Agreement. SARs granted under the 2011 Plan shall confer on the holder a right to receive payment from the Company in an amount determined by multiplying:(i) the difference between the Fair Market Value of a Share on the date of exercise over the SARs Exercise Price; by (ii) the number of shares with respect to which the SAR is exercised. Subject to the terms of the 2011 Plan, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions (including conditions or restrictions on the exercise thereof) of any SARs shall be as determined by the Committee.

Restricted Stock. Restricted stock is common stock that is subject to restrictions including a prohibition against transfer and a substantial risk of forfeiture, until the end of a "restricted period", determined by the Committee at the time of grant, during which the grantee must satisfy certain vesting conditions. Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock held by such Grantee that has not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, and the Grantee shall have no further rights with respect to such Award. During the restricted period, the Grantee has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable Award Agreement apply.

Restricted Stock Units. A restricted stock unit entitles the Grantee to receive common stock, or cash (or other property) based on the value of common stock, after a "restricted period" during which the Grantee must satisfy certain vesting conditions. If the Grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock unit is forfeited. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

Unrestricted Stock Award. The Committee may, in its sole discretion, grant (or sell at par value or such other higher purchase price determined by the Committee) an Award of Unrestricted Stock to any Grantee pursuant to which such Grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”) under the 2011 Plan. Awards of Unrestricted Stock may be granted or sold in respect of past Services rendered and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee. Unless otherwise provided by the Committee, Awards of Unrestricted Stock shall be paid within the time period set forth herein for short-term deferral.

Performance and Annual Incentive Award . The Committee is authorized to grant to any Service Provider performance and annual service awards which are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Code. A performance and annual service award may be payable in cash or in shares (including, without limitation, restricted stock). Performance awards shall, to the extent required by Section 162(m), be conditioned solely on the achievement of one or more objective performance goals, and such performance goals shall be established by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m).

Amendment and Termination

The Board may, at any time and from time to time, amend, suspend, or terminate the 2011 Plan as to any Awards which have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent required by applicable laws, regulations and rules, as amended, or required by applicable stock exchange listing requirements. No Awards shall be made after termination of the 2011 Plan. No amendment, suspension, or termination of the 2011 Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded.

Term of the 2011 Plan

The 2011 Plan shall be effective as of the Effective Date (as defined) and shall terminate on the ten (10) year anniversary of the Effective Date, and may be terminated on any earlier date as set forth therein.

Income Tax Withholding

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, we may take such action as we deem appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Grantee, are withheld or collected from such a Grantee.

Certain Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax consequences of awards under the 2011 Plan. This summary is not an exhaustive description and does not describe all applicable federal, state or local tax laws.

Incentive Stock Options(the “ISO”)

A Grantee will not recognize taxable income on the grant or exercise of an ISO. A Grantee will recognize taxable income when he or she disposes of the shares of Common Stock acquired under the ISO. If the disposition occurs more than two years after the grant of the ISO and more than one year after its exercise, the participant will recognize long-term capital gain (or loss) to the extent the amount realized from the disposition exceeds (or is less than) the participant’s tax basis in the shares of Common Stock. A participant’s tax basis in the Common Stock generally will be the amount the participant paid for the stock. If Common Stock acquired under an ISO is disposed of before the expiration of the ISO holding period described above, the participant will recognize as ordinary income in the year of the disposition the excess of the fair market value of the Common Stock on the date of exercise of the ISO over the exercise price. Any additional gain will be treated as long-term or short-term capital gain, depending on the length of time the participant held the shares. Special rules apply if a participant pays the exercise price by delivery of Common Stock.

The Company will not be entitled to a federal income tax deduction with respect to the grant or exercise of an ISO. However, in the event a participant disposes of Common Stock acquired under an ISO before the expiration of the ISO holding period described above, we generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes.

Non-Qualified Stock Options(the “NQSO”)

No income is realized by an option holder upon the grant of an NQSO. Upon the exercise of an NQSO, however, the amount by which the fair market value of the common stock on the date of exercise exceeds the exercise price will be taxed as ordinary income to an option holder and the Company will be entitled to a deduction in an equal amount. Such amount will not be an adjustment to income in computing alternative minimum taxable income. Upon subsequent sales of common stock received upon exercise of NQSO’s, an option holder may realize short-term or long-term capital gain or loss, depending upon the holding period of the shares, if such shares constitute capital assets for the option holder. The gain or loss will be measured by the difference between the sales price and the tax basis of the shares sold. The tax basis for this purpose will be the sum of the exercise price and the amount of ordinary income realized by the option holder as a result of such exercise.

Restricted Stock

A participant will recognize ordinary income on account of a Restricted Stock grant on the first day that the shares are either transferable or not subject to a substantial risk of forfeiture. The ordinary income recognized will equal the excess of the fair market value of the Common Stock on such date over the amount of cash paid for the Common Stock. However, even if the shares of Restricted Stock are both nontransferable and subject to a substantial risk of forfeiture, the participant may make a special “83(b) election” to recognize income, and have his or her tax consequences determined, as of the date the Restricted Stock is granted. The participant’s tax basis in the shares received will equal the income recognized plus the price, if any, paid for the Restricted Stock. The Company generally will be entitled to a federal income tax deduction equal to the ordinary income the participant recognizes.

Share Appreciation Rights (“SAR”) and Performance Units (“PSU”)

No income is realized by a holder of a SAR or PSU at the time the SAR or PSU is granted; however, upon exercise, the amount of cash or the fair market value of the shares of Common Stock received will be taxable as ordinary income to the holder thereof and the Company will be entitled to a deduction in an equal amount.

With respect to tandem stock appreciation rights, if the recipient elects to surrender the underlying option in exchange for cash or shares of stock equal to the appreciation inherent in the underlying option, the tax consequences to the recipient will be the same as discussed above. If the recipient elects to exercise the underlying option, the holder will be taxed at the time of exercise as if he or she had exercised a nonqualified stock option.

$1,000,000 Compensation Limit

The Code limits the deductibility (under certain circumstances) of compensation that exceeds $1,000,000 annually that is paid by the Company to the Chief Executive Officer and the next three most highly compensated executive officers (other than the principal financial officer) as determined at the end of the Company’s taxable year. The Code and the regulations promulgated thereunder provide certain exclusions from the amounts included in the $1,000,000 limitation, including compensation that is “qualified performance-based compensation” within the meaning of the regulations. The Plan generally is intended to satisfy the requirements set forth in the regulations with respect to “qualified performance-based compensation” with respect to options that are exercisable at an exercise price of not less than 100% of the fair market value of a share of common stock on the date of grant. However, if an option is exercisable at a price less than 100% of the price of a share of common stock on the date of grant, the compensatory element of such NQSO ( i.e. , the excess of such fair market value over the exercise price) will not constitute “qualified performance-based compensation,” unless the exercise of options is contingent upon the attainment of pre-established performance goals.

Miscellaneous

The 2011 Plan is not qualified under Section 401 of the Code. In addition, the 2011 Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. The 2011 Plan is not intended to be a funded plan.

The Board of Directors recommends that the stockholders vote “FOR” the Company’s 2011 Stock Incentive Plan.

EXECUTIVE OFFICERS

Our executive officers are elected annually and serve at the pleasure of the Board of Directors. The following sets forth certain information with respect to our executive officers. The Biographies of Mr. Shunqing Zhang is provided above under “Proposal One-Election of Directors.”

Name	Age	Date of Appt .	Position
Shunqing Zhang	58	April 25, 2007	CEO, President and Chairman of the Board
Hongfeng Jin	37	April 25, 2007 to July 7, 2011	Interim Chief Financial Officer
Ningfang Liang	38	July 7, 2011	Chief Financial Officer

Hongfeng Jin . Mr. Jin became our interim Chief Financial Officer on April 25, 2007. Mr. Jin was appointed as the Assistant Manager in charge of the Finance Department of Henan Gengsheng in December 2006. Prior to joining us, Mr. Jin served as a project manager for Asia-Pacific Accounting Group Limited, an accounting firm, from July 1997 to December 2006. Mr. Jin holds a bachelor’s degree in accounting from Central University of Finance and Economics. On July 7, 2011, the Company appointed Mr. Ningfang Liang as Chief Financial Officer and Mr. Jin was appointed the Company’s Financial Controller, effective immediately.

Ningfang Liang . Mr. Liang became out Chief Financial Officer on July 7, 2011. Mr. Liang has over 15 years of finance and accounting experience, including over six years at U.S. public companies, where he managed SEC reporting, internal control, GAAP compliance, as well as internal auditing, financial analysis and management reporting activities. Prior to joining the Company, Mr. Liang worked as Finance Manager at White Mountains Re Ltd, the reinsurance subsidiary of White Mountains Insurance Group, Ltd. from December 2008 to June 2011. Additionally, he has held senior finance and accounting positions at American International Group, Inc. from December 2006 to December 2008, Celgene Corporation from January 2005 to December 2006, and China Construction Bank from July 1993 to May 2002. Mr. Liang is a licensed CPA in the states of New Jersey and Illinois and is a member of the American Institute of Certified Public Accountants. He holds a Bachelor’s degree in finance from Shanghai University of Finance and Economics, and an MBA from the University of Illinois Urbana-Champaign.

C ORPORATE G OVERNANCE

We have established corporate governance practices designed to serve the best interests of China GengSheng Minerals, Inc. and our stockholders. We are in compliance with the current corporate governance requirements imposed by the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC and the listing standards of The NYSE Amex. Our current Code of Business Conduct and Ethics and charters for certain committees of the Board of Directors are available on our corporate website at www.gengsheng.com under the heading “Investor Relations.”

Set forth below is information regarding the meetings of the Board of Directors during 2010, a description of the Board’s standing committees and additional highlights of our corporate governance policies and procedures.

Committees and Meetings of the Board of Directors

Board Composition. The Board of Directors presently consists of five members. The current members of the Board of Directors are Shunqing Zhang, Lawrence Goldman, Ming He, Jingzhong Yu and Ningsheng Zhou. The Board has determined that the following directors, who constitute a majority of the Board (three), are independent in accordance with the NYSE Amex and SEC rules governing director independence: Lawrence Goldman, Ming He and Jingzhong Yu.

Meetings of the Board of Directors. During 2010, the Board of Directors met 4 times. During that period, each of the incumbent directors attended at least 75% of the aggregate number of meetings held by the Board and by each of the committees on which such director served, except for Mr. Yu.

Board Committees. Our Board of Directors currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. The principal functions and the names of the directors currently serving as members of each of those committees are set forth below. In accordance with applicable NYSE Amex and SEC requirements, the Board of Directors has determined that each director serving on the Audit, Compensation and Nominating committees is an independent director.

Audit Committee . The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to our financial matters. The Audit Committee operates under a written charter, a copy of which is available on our website at www.gengsheng.com under the heading “Investor Relations.” Under the charter, the committee’s principal responsibilities include reviewing our financial statements, reports and releases; reviewing with the independent auditor all critical accounting policies and alternative treatments of financial information under generally accepted accounting principles; and appointing, compensating, retaining and overseeing the work of the independent auditor.

The Audit Committee met 4 times during 2010. The current members of the Audit Committee are Ming He (Chairman), Lawrence Goldman and Jingzhong Yu. The Board of Directors has determined that Mr. He is an “audit committee financial expert,” as that term is defined in SEC rules.

Compensation Committee . The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers. The Compensation Committee operates under a written charter, a copy of which is available on our website at www.gengsheng.com under the heading “Investor Relations.” Under the charter, the committee’s principal responsibilities include making recommendations to the Board on the Company’s compensation policies, determining the compensation of senior management, making recommendations to the Board on the compensation of independent directors and approving performance-based compensation.

The Compensation Committee did not meet during 2010. The current members of the Compensation Committee are Jingzhong Yu (Chairman), Lawrence Goldman and Ming He.

Nominating Committee . The Nominating Committee provides for the nomination of persons to serve on our Board. The qualifications of recommended candidates also will be reviewed and approved by the full Board. The Committee considered the following factors when qualifying candidates: current composition of the Board and the characteristics of each candidate under consideration, including that candidate’s competencies, experience, reputation, integrity, independence, potential for conflicts of interest and other appropriate qualities. When considering a director standing for re-election, in addition to the factors described above, the Committee considers that individual’s past contribution and future commitment to the Company. The independent directors evaluate all candidates, regardless of the source from which the candidate was first identified, based upon the totality of the merits of each candidate and not based upon minimum qualifications or attributes. The Nominating Committee operates under a written charter, a copy of which is available on our website at www.gengsheng.com under the heading “Investor Relations.”

The Nominating Committee did not meet during 2010. The current members of the Nominating Committee are Lawrence Goldman (Chairman), Ming He and Jingzhong Yu.

Corporate Governance Policies

In addition to corporate governance matters described throughout this Proxy Statement, some additional highlights of our corporate governance policies and procedures are set forth below:

Board Leadership Structure. Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board of Directors believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board.

Risk Management. The Company’s management is responsible for day-to-day risk management of the company. Management reports to the Board of Directors on the material risks the Company faces when management determines that the Company’s risk profile materially changes. The Board of Directors uses management’s reports to evaluate the Company’s exposure to risks in light of the Company’s business plan and growth strategies. The Board of Directors primarily focuses on risks in the areas of operations, liquidity and regulatory changes and compliance, which the Board of Directors believes are the areas most likely to have a potential impact on the Company in a material way.

Consideration and Determination of Executive and Director Compensation. The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our executive officers. In establishing executive officer compensation, the Compensation Committee uses its subjective evaluation of the executives’ performance and responsibilities, our overall performance and the Chief Executive Officer’s recommendations. The Compensation Committee has not used any compensation consultant in setting executive salaries, or in determining other components of executive compensation, nor does it seek formally to benchmark the compensation of our executive officers against compensation paid by other companies to their executives.

Management plays a significant role in the compensation-setting process. The most significant aspects of management’s role are:

evaluating employee performance;
preparing information for Compensation Committee meetings;
establishing business performance targets and objectives;
providing background information regarding the Company’s strategic objectives; and
recommending salary levels and equity awards.

Risk Management related to Compensation Policies and Practices. We do not believe that our compensation policies and practices encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. The design of our compensation policies and practices encourages our employees to remain focused on both our short- and long-term goals.

Code of Ethics . Our Code of Business Conduct and Ethics (the “Code of Ethics”) applies to all of our directors, executive officers and employees. The Code of Ethics is available on our website at www.gengsheng.com under the heading “Investor Relations.” We intend to disclose any amendments to our Code of Ethics, and any waiver from a provision of the Code of Ethics granted to our Chief Executive Officer, Chief Financial Officer or Controller, on our website within four business days following such amendment or waiver.

Executive Sessions of Independent Directors . The Board of Directors is responsible for scheduling regular executive sessions of our independent directors. At executive sessions, our independent directors meet without management or any non-independent directors present. The independent directors are responsible for establishing the agenda at executive sessions. The Board believes that executive sessions foster open and frank communication among the independent directors, which will ultimately add to the effectiveness of the Board, as a whole. In 2010, the independent directors held four executive sessions.

Committee Authority to Retain Independent Advisors . Each of the Audit Committee, the Compensation Committee and Nominating Committee has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by China GengSheng Minerals, Inc..

Accounting Complaint Policy . The Audit Committee has established procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and anonymous submission by our employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

No Executive Loans . We do not extend loans to executive officers or directors except for the loan disclosed under “Related Party Transactions” on page __, and we currently have no such loans outstanding.

Policy for Director Attendance at Annual Meetings. It is the policy of China GengSheng Minerals, Inc. and our Board of Directors that all directors attend the Annual Meeting of Stockholders and be available for questions from stockholders, except in the case of unavoidable conflicts.

Process for Security Holders to Send Communications to the Board. We encourage security holder communication with the Board of Directors. Any security holder who wishes to communicate with the Board or with any particular director, including any independent director, may send a letter to the Secretary of China GengSheng Minerals, Inc. at our principal executive offices. Any communication should indicate that you are a China GengSheng Minerals, Inc. security holder and clearly specify whether it is intended to be made to the entire Board or to one or more particular director(s).

Policy for Consideration of Director Candidates Recommended by Security Holders. We welcome recommendations for director candidates from security holders. In order to make a recommendation, a security holder should submit the following information to the Board of Directors:

a resume for the candidate detailing the candidate’s work experience and academic credentials;
written confirmation from the candidate that he or she (1) would like to be considered as a candidate and would serve if nominated and elected, (2) consents to the disclosure of his or her name, (3) has read our Code of Ethics and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code of Ethics or required a waiver, (4) is, or is not, “independent” as that term is defined by Nasdaq and SEC rules, and (5) has no plans to change or influence the control of China GengSheng Minerals, Inc.;

the name of the recommending stockholder as it appears in our books, the number of shares of Common Stock that is owned by the stockholder and written confirmation that the stockholder consents to the disclosure of his or her name (if the recommending person is not a stockholder of record, he or she should provide proof of share ownership);
personal and professional references, including contact information; and
any other information relating to the candidate required to be disclosed in a proxy statement for election of directors under Regulation 14A of the Securities Exchange Act of 1934, as amended.

This information should be sent to the Board of Directors, c/o Secretary at our principal executive offices, who will forward it to the Board of Directors. The Board of Directors does not necessarily respond to security holder recommendations.

R EPORT OF AUDIT C OMMITTEE

Notwithstanding anything to the contrary set forth in any of China GengSheng Minerals, Inc.’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate by reference this Proxy Statement, in whole or in part, the following report shall not be incorporated by reference into any such filings .

The Audit Committee of the Board of Directors is composed of three directors and operates under a written charter adopted by the Board of Directors, a copy of which is available on our website at www.gengsheng.com under the heading “Investor Relations.” The members of the committee meet the independence requirements of SEC rules and NYSE Amex listing standards.

Management is responsible for China GengSheng Minerals, Inc.’s internal controls, financial reporting process and compliance with laws, regulations and ethical business standards. The independent auditors are responsible for performing an independent audit of China GengSheng Minerals, Inc.’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes and to report its findings to the Board of Directors. The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent auditor, nor can the committee certify that the independent auditor is “independent” under applicable rules. The committee serves a board-level oversight role, in which it provides advice, counsel and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors and the experience of the committee’s members in business, financial and accounting matters.

In this context, the Audit Committee has met and held discussions with management and the independent auditors. Management represented to the Audit Committee that China GengSheng Minerals, Inc.’s audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Audit Committee also discussed with the independent auditors the matters required to be discussed under the standards of the Public Company Accounting Oversight Board (“PCAOB”), including those specified by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended (AICPA, Professional Standards, Vol. 1, AU section 380) as adopted by the PCAOB in Rule 3200T.

China GengSheng Minerals, Inc.’s independent auditors also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB, and the Audit Committee discussed with the independent auditors that firm’s independence.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representation of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in China GengSheng Minerals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC.

	Ming He, Chairman
	Lawrence Goldman
	Yingzhong Yu
	July [ ], 2011

A UDITOR F EES

The Audit Committee has selected PKF, Hong Kong to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2010. We first engaged PKF, Hong Kong on April 25, 2007, and it has served as our principal accounting firm since that time. A representative of PKF, Hong Kong is expected to be present at the 2011 Annual Meeting of Stockholders and will be available to respond to appropriate questions. The representative also will have an opportunity to make a statement if he or she desires to do so. Approval of our accounting firm is not a matter required to be submitted to the stockholders. The fees paid or payable for services rendered by PKF for fiscal 2010 and 2009 were as follows:

Audit Fees . PKF Hong Kong, was paid aggregate fees of approximately $136,160 and $118,461 for professional services rendered for the audit of our annual financial statements and for the reviews of the financial statements for the fiscal years ended December 31, 2010 and 2009.

Audit Related Fees. PKF Hong Kong, was not paid additional fees for the fiscal years December 31, 2010 and December 31, 2009 for assurance and related services reasonably related to the performance of the audit or review of our financial statements.

Tax Fees . PKF Hong Kong, was not paid any fees for the fiscal years ended December 31, 2010 and December 31, 2009 for professional services rendered for tax compliance, tax advice and tax planning. This service was not provided.

All Other Fees. PKF Hong Kong, was paid no other fees for professional services during the fiscal years ended December 31, 2010 and December 31, 2009.

The Audit Committee Charter provides that the Audit Committee has sole authority and responsibility to approve in advance the retention of independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees paid for such services. Pre-approval of non-audit services is not required if it falls within an exception established by the SEC. The policy authorizes the committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

E XECUTIVE AND D IRECTOR C OMPENSATION

Executive Compensation

The following table sets forth information concerning the annual compensation earned by our named executive officers. Each of the named executive officers has an employment agreement that influences or defines certain of the elements of compensation shown below.

Summary Compensation Table

					All Other
			Salary		Compensation		Total
Name and Principal Position	Year		($) ⁽¹⁾		($) ⁽¹⁾		($) ⁽¹⁾
Shunqing Zhang(2)	2010	$	55,588	$	0	$	55,588
Chief Executive Officer, President and Chairman	2009		36,652		0		36,652
Hongfeng Jin(2)	2010	$	33,357	$	0	$	33,357
Interim Chief Financial Officer	2009		21,991		0		21,991

	(1)	The amounts shown in this table were paid in RMB and were translated into U.S. dollars at the rate of $ 0.14794 per RMB for 2010 and $0.14661 per RMB for 2009, which are the average 12 month exchange rates that the Company used in its audited financial statements for such years.

	(2)	the base salaries for all named executive officers are determined by their employment agreements. On January 1, 2007, the Company entered into a two-year employment agreement with each of Mr. Shunqing Zhang and Mr. Hongfeng Jin. The agreements were renewed in January, 2010 and will expire on December 31, 2011. The agreements provide an annual base salary of approximately $55,588 for Mr. Zhang and $33,357 for Mr. Jin.

In accordance with PRC law, we contribute specified amounts to government-managed benefit plans for our employees. Benefits include pension, medical insurance, disability and unemployment. The amounts of our contributions are specified by the PRC government based on each employee’s compensation and length of service, up to a maximum required contribution. The PRC government is responsible for the payment of benefits to employees.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plans.

Stock Option Plan

No stock options or other equity compensation awards were awarded to executive officers during the fiscal years ended December 31, 2010 and 2009.

Director Compensation

On November 18, 2009, we appointed Mr. Lawrence Goldman, Mr. Ming He and Mr. Jingzhong Yu as our independent directors, with engagement term to be one year.

On July 15, 2011, we appointed Mr. Ningsheng Zhou as a non-independent director. As a result, our board currently consist of five members, including the CEO, Mr. Shunqing Zhang, sits as the Chairman, along with three independent directors. During the 2010 fiscal year, we did not pay Mr. Shunqing Zhang any compensation for his services as our director, and we paid Mr. Goldman, Mr. He and Mr. Yu for their function as independent directors since November 18, 2009 in the amount of $30,118, $30,118 and $7,400(RMB50,000) respectively. Mr. Zhou entered into a consulting agreement with the Company on June 20, 2011, pursuant to which Mr. Zhou advises the Company in its operations and provides guidance and assistance in the research and development of refractory materials. The consulting agreement calls for compensation of $17,544 per month plus expenses. Mr. Zhou will continue to receive compensation pursuant to his consulting agreement with the Company and will not receive additional compensation for his director role. We do reimburse our directors for reasonable travel expenses related to duties as a director. In addition, Mr. He and Mr. Goldman receive 10,000 shares of company’s common stock in annual compensation for their services respectively.

Employment Agreements with Executive Officers

As required by applicable PRC law, we have entered into employment agreements with most of our officers, managers and employees. Our subsidiary Henan GengSheng has employment agreements with the following named executive officers:

Shunqing Zhang . Mr. Zhang’s preliminary employment agreement became effective as of January 1, 2007 and expired on December 31, 2009. We have renewed his employment agreement in January 2010, which will expire on December 31, 2011, and we expect that this agreement will be renewed by the parties upon its expiration. Mr. Zhang is receiving an annual salary of approximately $55,588 under the agreement.

Hongfeng Jin . Mr. Jin’s preliminary employment agreement became effective as of January 1, 2007 and expired on December 31, 2009. We have renewed his employment agreement in January 2010, which will expire on December 31, 2011, and we expect that this agreement will be renewed by the parties upon its expiration. Mr. Jin is receiving an annual salary of approximately $33,357 under the agreement.

Ningfang Liang . Pursuant to Employment Agreement that the Company and Mr. Liang entered into on June 30, 2011, Mr. Liang will be entitled to an annual salary of $90,000. The Employment Agreement has an initial term (the “Initial Term”) commencing as of June 27th, 2011 and expiring on June 26th, 2012, and continuing on a year-to-year basis thereafter unless terminated by either party on not less than thirty (30) days notice prior to the expiration of the Initial Term or any one-year extension.

Our executive officers are not entitled to severance payments upon the termination of their employment agreements. They are subject to the customary non-competition and confidentiality covenants.

Report of Compensation Committee

The Compensation Committee of the Board of Directors has reviewed and discussed the foregoing “Executive and Director Compensation” with management of the Company and, based upon such review and discussion, has recommended to the Board that the “Executive and Director Compensation” be included in this Proxy Statement.

Jingzhong Yu, Chair
Lawrence Goldman
Ming He
July [__], 2011

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. Yu, Goldman and He. None of the members of the Compensation Committee is a current or former officer or employee of China GengSheng Minerals, Inc. or any of our subsidiaries. There are no compensation committee interlocks or insider participation in compensation decisions that are required to be disclosed in this Proxy Statement.

R ELATED P ARTY T RANSACTIONS

On November 2, 2009, Mr. Hongfeng Jin, our former interim chief financial officer, requested a loan of RMB 300,000 (approximately $45,510) from the Company for emergency family medical costs. Mr. Shunqing Zhang, our Chief Executive Officer and Chairman of the Board, approved the loan. The loan was subsequently repaid by Mr. Jin on March 28, 2011. Except for the transaction disclosed above, the Company does not have other related transactions for the period covered by this Proxy Statement.

S ECURITY O WNERSHIP OF C ERTAIN B ENEFICIAL O WNERS AND M ANAGEMENT

The following table sets forth information regarding the beneficial ownership of our Common Stock as of August 18, 2011 by (i) each person known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) our directors, (iii) our principal executive officers and (iv) our directors and executive officers as a group.

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

Unless otherwise specified, the address of each of the persons set forth below is in care of GengSheng International, No. 88 Gengsheng Road, Dayugou Town, Gongyi, Henan, China 451271.

Name & Address of

Office, if Any

Title of Class

Amount & Nature

Percent of

Beneficial

Class ⁽²⁾

Owner

Beneficial

Ownership ⁽¹⁾

Officers and Directors

Shunqing Zhang

CEO and President