1 unchanged sentence
(a) Evaluation of Disclosure Controls and Procedures
−Removed: We maintain “disclosure controls and procedures”,
+Added: We maintain “disclosure controls and procedures”,
as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our
−Removed: Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms,
+Added: Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
9 unchanged sentences
Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December
−Removed: 31, 2020, the Company’s disclosure controls and procedures were effective.
−Removed: The Company’s management took all necessary
+Added: 31, 2021, the Company’s disclosure controls and procedures were effective.
+Added: The Company’s management took all necessary
steps to make its disclosure controls to be more efficient by, including, not limited to, (i) more closely monitoring the application
−Removed: of the Company’s comprehensive disclosure policy implementing procedures to strengthen disclosure controls, (ii) enhancing the identification,
+Added: of the Company’s comprehensive disclosure policy implementing procedures to strengthen disclosure controls, (ii) enhancing the identification,
analysis and control of risks relevant to accurate and timely disclosure, and (iii) ensuring more timely transmission of information and
2 unchanged sentences
investor relations officers to identify and discuss information that may require public disclosure;
−Removed: (ii) the Company’s management
−Removed: required all business units to report information that may require public disclosure to the Company’s investor relations officers
−Removed: (iii) the Company’s management consulted with the Company’s outside securities counsel to the extent they deemed
−Removed: (iv) the Company’s management designated the Company’s investor relations officers as disclosure coordinator to
+Added: (ii) the Company’s management
+Added: required all business units to report information that may require public disclosure to the Company’s investor relations officers
+Added: (iii) the Company’s management consulted with the Company’s outside securities counsel to the extent they deemed
+Added: (iv) the Company’s management designated the Company’s investor relations officers as disclosure coordinator to
perform functions of collecting information, preparing disclosure, distributing disclosure for review and comment to business units and
−Removed: obtaining comment from each reviewing person and their confirmation that the portions of such disclosure relevant to such person’s
+Added: obtaining comment from each reviewing person and their confirmation that the portions of such disclosure relevant to such person’s
areas of responsibility were fairly and accurately presented and did not omit any material information required to be disclosed.
−Removed: (b) Management’s Report on Internal
+Added: (b) Management’s Report on Internal
Control over Financial Reporting
22 unchanged sentences
Management has used the framework set forth in
−Removed: the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway
+Added: the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting.
1 unchanged sentence
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
−Removed: of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Based on such evaluation
2 unchanged sentences
report of our registered public accounting firm regarding internal control over financial reporting.
−Removed: Management’s report was not
+Added: Management’s report was not
subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection
−Removed: Act, which permits us to provide only management’s report in this annual report.
+Added: Act, which permits us to provide only management’s report in this annual report.
(c) Changes in internal controls
4 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions
+Added: that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
21 unchanged sentences
Governance Committee.
−Removed: Ming Yang , Chairman of the Board of
−Removed: Director –
−Removed: Yang has served as Chairman of Shouguang Vegetable Industry Group Holding Company.
−Removed: In addition, he
−Removed: has served as Chairman of Shouguang City Yuxin Chemical Company Limited since July 2000.
+Added: Ming Yang , Chairman of the Board
+Added: of Director – Mr.
+Added: Yang has served as Chairman of Shouguang Vegetable Industry Group Holding Company since 2013.
+Added: he has served as Chairman of Shouguang City Yuxin Chemical Company Limited since July 2000.
Since May 2005, Mr.
12 unchanged sentences
In 2006 he became the Chairman of Gulf Resources,
−Removed: Yang has been the representative of Shandong Shouguang congress since 1995 and in 1998 he was awarded as Honorary Entrepreneur
−Removed: in Weifang City.
+Added: Yang was awarded as Honorary Entrepreneur in Weifang City in 1998.
Xiaobin Liu , Chief Executive Officer
−Removed: and Director –
+Added: and Director – Mr.
Liu was appointed as Chief Executive Officer and Director on March 10, 2009.
−Removed: Liu joined the Company as
−Removed: Vice President in December 2007.
−Removed: He has served as Chairman of Chengdu Philosopher’s Stone Culture Media Co.
+Added: Liu joined the Company
+Added: as Vice President in December 2007.
+Added: He has served as the Director of Sanya Kangyangnian Health Management Co.
+Added: LTD since March, 2021.
+Added: has served as Chairman of Chengdu Philosopher's Stone Culture Media Co.
LTD since August 2018.
−Removed: He has served as Chairman of Shouguang Vegetable Industry Group, Inc.
−Removed: since 2011 and resigned in 2017.
+Added: He served as Chairman of China Shouguang
+Added: Vegetable Industry Group (Cayman) Inc.
+Added: from 2011 to 2017.
+Added: He currently serves as a director of China Shouguang Vegetable Industry Group
+Added: (Cayman) Inc.
Before he joined the Company, Mr.
−Removed: Liu served as project manager of Shenzhen Guangshen Accounting Firm from January 2007 to November 2007;
−Removed: the department manager of Hainan
−Removed: Zhongou Accounting Firm from January 2003 to December 2006;
−Removed: the CFO (equivalent of Vice President) of Dasheng Real Estate Development
−Removed: Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November 2002;
−Removed: the CFO of Shenzhen Securities Department of
−Removed: Hainan Saige International Trust Investment Company from May 2000 to August 2004;
−Removed: and the financial manager of Hainan Wanquanyuan Hot
−Removed: Spring Tourism Development Co., Ltd from 1995 to 2000.
−Removed: During this time, he also was the CFO of Qionghai City Guantang Hotspring Leisure
−Removed: Center, the CFO of Qionghai City Wanquanhe Agricultural Development Co., Ltd, the CFO of Qionghai Wanquanhe Hotspring Tourist Development
−Removed: Property Management Co., Ltd, and the CFO of Qionghai Guantangyuzhuang Resort Co., Ltd.
+Added: Liu served as project manager of Shenzhen Guangshen Accounting Firm from January 2007
+Added: to November 2007;
+Added: the department manager of Hainan Zhongou Accounting Firm from January 2003 to December 2006;
+Added: the CFO (equivalent of
+Added: Vice President) of Dasheng Real Estate Development Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November
+Added: the CFO of Shenzhen Securities Department of Hainan Saige International Trust Investment Company from May 2000 to August 2004;
+Added: the financial manager of Hainan Wanquanyuan Hot Spring Tourism Development Co., Ltd from 1995 to 2000.
+Added: During this time, he also was the
+Added: CFO of Qionghai City Guantang Hotspring Leisure Center, the CFO of Qionghai City Wanquanhe Agricultural Development Co., Ltd, the CFO
+Added: of Qionghai Wanquanhe Hotspring Tourist Development Property Management Co., Ltd, and the CFO of Qionghai Guantangyuzhuang Resort Co.,
Prior to that, Mr.
−Removed: Liu worked in the financial
−Removed: department of Hainan Jinyuan Industrial Co., Ltd, which is a subsidiary of Chinese Black Metal Limited Company Northwest Branch from 1992
−Removed: to 1995, and the financial department of Shanxi Aircraft Manufacturing Company from 1988 to 1992.
−Removed: Liu earned a master degree
−Removed: from the Economic and Management School at Hong Kong City University.
+Added: Liu worked in the financial department of Hainan Jinyuan Industrial Co., Ltd, which is a subsidiary of Chinese
+Added: Black Metal Limited Company Northwest Branch from 1992 to 1995, and the financial department of Shanxi Aircraft Manufacturing Company
+Added: from 1988 to 1992.
+Added: Liu earned a master degree from the Economic and Management School at Hong Kong City University.
Naihui Miao, Secretary, Chief Operating Officer
−Removed: and Director –
+Added: and Director – Mr.
Miao has served as Vice President of Shouguang City Haoyuan Chemical Company Limited since January 2006.
11 unchanged sentences
He has served
−Removed: as Supervisor of Chengdu Philosopher’s Stone Culture Media Co.
+Added: as Supervisor of Chengdu Philosopher's Stone Culture Media Co.
LTD since August 2018.
−Removed: Yang Zou , Independent Director –
+Added: Yang Zou , Independent Director
Zou was appointed a director on March 2, 2011.
−Removed: Zou has served as Vice Director of Beijing Zhongtianhuamao Accounting Firm
−Removed: (General Partnership) since July 1, 2017 and resigned in August 2018.
−Removed: He is a Certified Public Accountant of China and holds
−Removed: the certificate of Certified Internal Auditor.
+Added: Zou served as Vice Director of Beijing Zhongtianhuamao Accounting
+Added: Firm (General Partnership) from July 1, 2017 to August 2018.
+Added: He is a Certified Public Accountant of China and holds the certificate
+Added: of Certified Internal Auditor.
From March 2003 to September 2009, Mr.
−Removed: Zou was chief financial officer of Bohua
−Removed: Ziguang Zhiye Co., Ltd.
+Added: Zou was chief financial officer of Bohua Ziguang Zhiye
From July 2001 to January 2003, Mr.
−Removed: Zou was the audit department manager of financial center of Beijing
−Removed: Hengji Weiye Electronic Products Co., Ltd., where he was in charge of internal audit, financial budget management, and coordination with
−Removed: external audit.
+Added: Zou was the audit department manager of financial center of Beijing Hengji Weiye
+Added: Electronic Products Co., Ltd., where he was in charge of internal audit, financial budget management, and coordination with external audit.
>From July 1999 to June 2001, Mr.
−Removed: Zou was manager of finance and audit department of Zhonglian Online Information Development
+Added: Zou was manager of finance and audit department of Zhonglian Online Information Development Co., Ltd.
>From September 1993 to June 1999, Mr.
−Removed: Zou had served as assistant auditor, auditor, and head of project audit of Hainan Zhongou
−Removed: Certified Public Accountants Co., Ltd.
+Added: Zou had served as assistant auditor, auditor, and head of project audit of Hainan Zhongou Certified
+Added: Public Accountants Co., Ltd.
From July 1991 to August 1993, Mr.
−Removed: Zou was an accountant of department of finance of Hunan Department
−Removed: Store Co., Ltd.
−Removed: Zou graduated from Beijing University with bachelor’s degree in finance.
−Removed: Shitong Jiang, Independent Director –
+Added: Zou was an accountant of department of finance of Hunan Department Store
+Added: Zou graduated from Beijing University with bachelor’s degree in finance.
+Added: Shitong Jiang, Independent Director – Mr.
Jiang was appointed a director on April 23, 2008.
7 unchanged sentences
Jiang attended Shandong Financial Institution.
−Removed: Tengfei Zhang, Independent Director –
+Added: Tengfei Zhang, Independent Director – Mr.
Zhang was appointed a director on June 30, 2011.
11 unchanged sentences
degree in 1989.
−Removed: Shengwei Ma, Independent Director –
−Removed: was appointed a director on December 18, 2019.
−Removed: Ma has served as Department Manager of Shouguang City Urban Construction and Investment
−Removed: Group since March 2012.
+Added: Shengwei Ma , Independent Director
+Added: Ma was appointed a director on December 18, 2019.
+Added: Ma has served as Department Manager of Shouguang City Urban
+Added: Construction and Investment Group since March 2012.
Ma holds a Senior Accountant Certificate.
−Removed: Ma graduated from Central Broadcasting and Television University
−Removed: with bachelor’s degree in accounting in 2004.
+Added: Ma graduated from Central
+Added: Broadcasting and Television University with bachelor’s degree in accounting in 2004.
Family Relationships
28 unchanged sentences
In addition, under applicable rules and regulations, and as determined
−Removed: by the Board, all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees are “independent”
+Added: by the Board, all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees are “independent”
Board Committees
17 unchanged sentences
The Board plays an active role, as well as the
−Removed: independent committees, in overseeing the management of the Company’s risks.
+Added: independent committees, in overseeing the management of the Company’s risks.
The Board regularly reviews reports from members of
3 unchanged sentences
and nominating committees, comprised solely of independent directors.
−Removed: Each committee has a charter, which is available at Company’s
+Added: Each committee has a charter, which is available at Company’s
website, www.gulfresourcesinc.com.
6 unchanged sentences
Our Board of Directors has determined that Messrs.
−Removed: Jiang, Zou and Ma are “independent
−Removed: directors”
−Removed: within the meaning of Rule 10A-3 under the Exchange Act, as determined based upon the criteria for “independence”
+Added: Jiang, Zou and Ma are “independent
+Added: directors” within the meaning of Rule 10A-3 under the Exchange Act, as determined based upon the criteria for “independence”
set forth in the rules of the NASDAQ Stock Market.
32 unchanged sentences
a range of perspectives and judgment necessary to guide our strategies and monitor their execution.
−Removed: Ming Yang is the founder of the company
−Removed: and has been in the chemical industry for more than ten years.
−Removed: Yang has contributed to the Board’s strong leadership and vision
−Removed: for the development of the Company.
−Removed: Xiaobin Liu was appointed as Chief Executive
−Removed: Officer and Director on March 10, 2009.
−Removed: Liu has years of experience in capital markets, financial and business management, and strategic
−Removed: planning and development.
+Added: Ming Yang is the founder of
+Added: the company and has been in the chemical industry for more than ten years.
+Added: Yang has contributed to the Board’s strong leadership
+Added: and vision for the development of the Company.
+Added: Xiaobin Liu was appointed as Chief
+Added: Executive Officer and Director on March 10, 2009.
+Added: Liu has years of experience in capital markets, financial and business management,
+Added: and strategic planning and development.
Naihui Miao has served as Vice President
6 unchanged sentences
in the chemical industry, business operations and management, and strategic planning and development.
−Removed: Yang Zou was appointed as a Director on
−Removed: March 2, 2011.
+Added: Yang Zou was appointed as a Director
+Added: on March 2, 2011.
Zou has served as the Vice Director of Beijing Zhongtianhuamao Accounting Firm (General Partnership) since July 1,
He is a Certified Public Accountant and holds the certificate of Certified Internal Auditor.
−Removed: Zou has extensive
−Removed: experience in auditing and accounting related matters.
+Added: Zou has extensive experience
+Added: in auditing and accounting related matters.
Shitong Jiang was appointed as a Director
8 unchanged sentences
has many years of experience in management, finance, business strategy and audit related matters.
−Removed: Shengwei Ma elected as a director on December
−Removed: Ma has served as Department Manager of Shouguang City Urban Construction and Investment Group since March 2012.
−Removed: a Senior Accountant Certificate.
−Removed: Zhang has many years of experience in management and accounting matters.
+Added: Shengwei Ma was appointed as a Director
+Added: on December 18, 2019.
+Added: Ma holds a Senior Accountant Certificate.
+Added: Ma has extensive experience in financial, accounting and management
+Added: related matters with PRC government departments.
Code of Ethics
The Board has adopted a code of ethics applicable
−Removed: to Company’s directors, officers, and employees.
−Removed: The code of ethics is available at Company’s website, www.gulfresourcesinc.com.
+Added: to Company’s directors, officers, and employees.
+Added: The code of ethics is available at Company’s website, www.gulfresourcesinc.com.
Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of
−Removed: 1934 requires Company’s directors and executive officers and any beneficial owner of more than 10% of any class of Company equity
+Added: 1934 requires Company’s directors and executive officers and any beneficial owner of more than 10% of any class of Company equity
security to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish copies of the reports
−Removed: Based solely on the Company’s review of copies of such forms and written representations by the Company’s
+Added: Based solely on the Company’s review of copies of such forms and written representations by the Company’s
executive officers and directors received by it, the Company believes that during 2021, all such reports were filed timely.
2 unchanged sentences
paid during the year ended December 31, 2021 and 2020 to our principal executive officer and principal financial officer, who are collectively
−Removed: referred to as “named executive officers”
−Removed: elsewhere in this Annual Report.
−Removed: 2020 COMPENSATION TABLE
+Added: referred to as “named executive officers” elsewhere in this Annual Report.
+Added: FISCAL YEAR 2021 COMPENSATION TABLE
Name and Principal Position
5 unchanged sentences
financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB
−Removed: ASC) 718 –
−Removed: “Compensation - Stock Compensation.”
−Removed: Except as disclosed below under the caption “Compensation
−Removed: of Directors,”
−Removed: we have not paid or accrued any fees to any of our executive directors for serving as a member of our Board of Directors.
+Added: ASC) 718 – “Compensation - Stock Compensation.”
+Added: Except as disclosed below under the caption “Compensation
+Added: of Directors,” we have not paid or accrued any fees to any of our executive directors for serving as a member of our Board of Directors.
We do not have any retirement, pension, profit sharing or insurance or medical reimbursement plans covering our officers and directors.
5 unchanged sentences
The Company granted 100,000 shares of our Common
−Removed: Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan, during fiscal year 2020.
−Removed: YEAR 2020 GRANTS OF PLAN-BASED AWARDS
−Removed: Future Payouts
+Added: Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan, during fiscal year 2021.
+Added: FISCAL YEAR 2021 GRANTS OF PLAN-BASED AWARDS
+Added: Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
−Removed: Future Payouts
+Added: Estimated Future Payouts
Under Equity Incentive
All Other Stock Awards:
+Added: Number of Shares of
Option Awards:
+Added: Number of Securities
Exercise or Base Price of
−Removed: Grant Date Fair
−Removed: Value of Stock
+Added: Grant Date Fair Value of Stock
+Added: Stocks or Units
+Added: Underlying Options
+Added: and Options ($)
Narrative Discussion
1 unchanged sentence
into by the Company and the named executive officers:
−Removed: The employment agreement for Xiaobin Liu to serve
−Removed: as Chief Executive Officer of the Company was renewed on June 1, 2019 with a term of three years.
−Removed: Xiaobin Liu is also a member of the
−Removed: Board of Directors.
−Removed: Pursuant to the agreement, Mr.
−Removed: Liu is entitled to receive annual compensation equal to approximately $104,454, subject
−Removed: to changes in the foreign exchange rate and market conditions.
−Removed: With effect from July 1, 2020.
−Removed: Xiaobin Liu and the Company mutually agreed
−Removed: that his service will be compensated in the Company's shares or options instead of cash and the amount of shares or options that he is
−Removed: entitled to receive would be determined from time to time depending on the performance of the Company.
−Removed: The employment agreement for Min Li to serve as
−Removed: Chief Financial Officer of the Company was renewed on January 1, 2021 with a term of one year.
−Removed: Pursuant to the agreement, Mr.
−Removed: Li is entitled
−Removed: to receive annual compensation equal to approximately $104,454, subject to changes in the foreign exchange rate and market conditions.
−Removed: The employment agreement for Naihui Miao to serve
−Removed: as Chief Operating Officer of the Company was renewed on June 1, 2019 with a term of three years.
−Removed: Miao is also a member of the Board
−Removed: of Directors.
+Added: The employment agreement for
+Added: Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2019 with a term of three years.
+Added: Xiaobin Liu is
+Added: also a member of the Board of Directors.
+Added: Pursuant to the agreement, Xiaobin Liu is entitled to receive annual compensation equal to approximately
+Added: $104,454, subject to changes in the foreign exchange rate and market conditions.
+Added: On September 1, 2021, Mr.
+Added: Liu and the Company entered
+Added: into an agreement, pursuant to which Mr.
+Added: Liu shall refund to the Company all of the cash compensation he earned for his services with
+Added: the Company from January 2010 to June 2021, considering that the Company has not performed well in recent years.
+Added: As of the date hereof,
+Added: the full amount of approximately $597,480 was refunded to the Company by Mr.
+Added: Effective from July 1, 2020, Mr.
+Added: Liu’s service
+Added: shall be compensated in the Company's shares only under the Company’s equity incentive plan.
+Added: The employment agreement for
+Added: Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2022 with a term of one year.
+Added: Pursuant to the agreement,
+Added: Li is entitled to receive annual compensation equal to approximately $104,454, subject to changes in the foreign exchange rate and
+Added: market conditions.
+Added: On September 1, 2021, Min Li and the Company mutually agreed that Mr.
+Added: Li shall return a portion of the cash compensation
+Added: he earned for his services with the Company from January 2010 to June 2021, considering that the Company has not performed well in recent
+Added: As of date hereof, the full amount of approximately $386,629 was refunded to the Company by Mr.
+Added: Effective from July 1, 2021,
+Added: Li shall receive annual cash compensation equal to approximately $18,500 subject to changes in the foreign exchange rate and market
+Added: conditions and be compensated in the Company’s shares under the Company’s equity incentive plan.
+Added: The employment agreement for
+Added: Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2019 with a term of three years.
+Added: a member of the Board of Directors.
Pursuant to the agreement, Mr.
−Removed: Miao is entitled to receive annual compensation equal to approximately $104,454 subject to
−Removed: changes in the foreign exchange rate and market conditions.
+Added: Miao is entitled to receive annual compensation equal to approximately
+Added: $104,454 subject to changes in the foreign exchange rate and market conditions.
+Added: On September 1, 2021, Naihui Miao and the Company mutually
+Added: agreed that Mr.
+Added: Miao will return a portion of the cash compensation he earned for his services with the Company from January 2010 to June
+Added: 2021 considering that the Company has not performed well in recent years.
+Added: As of date hereof, the full amount of approximately $386,629
+Added: was refunded to the Company by Mr.
+Added: Effective July 1, 2021, Mr.
+Added: Miao shall receive annual cash compensation equal to approximately
+Added: $18,500 subject to changes in the foreign exchange rate and market conditions, and be compensated in the Company’s shares under
+Added: the Company’s equity incentive plan.
In addition, each of our named executive officers
1 unchanged sentence
pay in accordance with policies established and in effect from time to time.
−Removed: Assuming the employment of the Company’s
+Added: Assuming the employment of the Company’s
named executive officers was to be terminated without cause or for good reason or in the event of change in control, as of December 31,
4 unchanged sentences
as of December 31, 2020.
−Removed: EQUITY AWARDS AT 2020 FISCAL YEAR END
+Added: OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR
OPTION AWARDS
−Removed: Number of Securities Underlying Unexercised Options
−Removed: (#) Exercisable
−Removed: Number of Securities Underlying Unexercised Options
−Removed: (#) Unexercisable
+Added: Number of Securities Underlying Unexercised Options (#) Exercisable
+Added: Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards:
−Removed: Number of Securities Underlying
−Removed: Unexercised Unearned Options (#)
+Added: Number of Securities Underlying Unexercised Unearned Options (#)
Option Exercise Price ($)
1 unchanged sentence
Number of Shares or Units of Stock That Have Not Vested (#)
−Removed: Market Value of Shares or Units of Stock That Have Not
+Added: Market Value of Shares or Units of Stock That Have Not Vested ($)
Equity Incentive Plan Awards:
−Removed: Number of Unearned Shares,
−Removed: Units or Other Rights That Have Not Vested (#)
+Added: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards:
−Removed: Market or Payout Value
−Removed: of Unearned Shares, Units or Other Rights That Have Not Vested ($)
+Added: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Xiaobin Liu, CEO
−Removed: August 22, 2021
−Removed: August 22, 2021
Naihui Miao, COO
−Removed: August 22, 2021
−Removed: (1) Represents an option to purchase shares of Common Stock granted on August 23, 2017, which vested and became
−Removed: exercisable beginning on August 23, 2017 and are adjusted to reflect the 1-for-5 reverse stock split of our common stock completed on
−Removed: January 27, 2020.
+Added: Represents the shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the
+Added: shares of Restricted Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms
Option Exercises and Stock Vested
26 unchanged sentences
(1) Represents the dollar amount recognized for
−Removed: financial statement reporting purposes in accordance with FASB ASC 718 –
−Removed: “Compensation –
−Removed: Stock Compensation.”
+Added: financial statement reporting purposes in accordance with FASB ASC 718 – “Compensation – Stock Compensation.”
Pursuant to the terms of their director agreements,
1 unchanged sentence
The grant of restricted common
−Removed: stock is contingent upon the director’s continued service with the Company.
+Added: stock is contingent upon the director’s continued service with the Company.
We do not pay any cash compensation to the independent
2 unchanged sentences
The following table sets forth certain information regarding beneficial
−Removed: ownership of Common Stock, as of the date of this annual report, by each of Company’s directors and executive officers;
+Added: ownership of Common Stock, as of the date of this annual report, by each of Company’s directors and executive officers;
all executive
−Removed: officers and directors as a group, and each person known to Company to own beneficially more than 5% of Company’s Common Stock.
+Added: officers and directors as a group, and each person known to Company to own beneficially more than 5% of Company’s Common Stock.
Except as otherwise noted, the persons identified have sole voting and investment powers with respect to their shares.
−Removed: the date of this annual report, there were 9,997,477 shares of the Company’s Common Stock outstanding.
+Added: the date of this annual report, there were 10,471,924 shares of the Company’s Common Stock outstanding.
Name of Beneficial Owner (1)
2 unchanged sentences
Ming Yang (Chairman)
+Added: 2,810,622 (2)
Xiaobin Liu (CEO)
5 unchanged sentences
All Directors and Executive Officers as a Group (eight persons)
+Added: 1,015,945 (8)
Shandong Haoyuan Industry Group Ltd.
3 unchanged sentences
officer is c/o Gulf Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province,
−Removed: 262700, the People’s Republic of China.
+Added: 262700, the People’s Republic of China.
(2) Consists of 634,770 shares owned by Ming Yang,
3 unchanged sentences
Zhi Yang, Mr.
−Removed: Yang’s son, and
+Added: Yang’s son, and
824,947 shares owned by Shandong Haoyuan Industry Group Ltd.
−Removed: (“SHIG”), of which Mr.
+Added: (“SHIG”), of which Mr.
Yang is the controlling shareholder,
1 unchanged sentence
Yang disclaims beneficial ownership of the shares owned by his wife and SHIG.
−Removed: (3) Consists of 20,000 shares issuable upon exercise
+Added: (3) Consists of 218,115 shares held by each individual..
(4) Consists of 2,000 shares held by Mr.
−Removed: (5) Consists of 2,500 shares issuable upon
−Removed: exercise of options and 1,000 shares held by Mr.
−Removed: (6) Consists of 2,500 shares issuable upon
−Removed: exercise of options and 1,000 shares held by Mr.
−Removed: (7) Consists of 2,500 shares issuable upon exercise
−Removed: of options and 1,000 shares held by Mr.
+Added: (5)Consists of 2,000 shares held by Mr.
+Added: (6) Consists of 2,000 shares held by Mr.
+Added: (7) Consists of 2,000 shares held by Mr.
(8) The address of the shareholder is c/o Gulf
−Removed: Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City , Shandong Province, 262700, the People’s
+Added: Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City , Shandong Province, 262700, the People’s
Republic of China.
1 unchanged sentence
Certain Relationships and Related Transactions
−Removed: During the fiscal year 2020 and 2019, the Company borrowed $0 and $419,995 and Nil, and fully repaid later during the same period,
−Removed: from Jiaxing Lighting Appliance Company Limited (“Jiaxing Lighting”), in which Mr.
−Removed: Ming Yang, a shareholder and the Chairman
−Removed: of the Company, has a 100% equity interest.
−Removed: The amounts due to Jiaxing Lighting were unsecured, interest free and repayable on demand.
−Removed: Our policy is that a contract or transaction
−Removed: either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily
+Added: Our policy is that a contract or transaction either
+Added: between the Company and a director, or between a director and another company in which he is financially interested is not necessarily
void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee.
8 unchanged sentences
for those fiscal years.
+Added: Total audit and related review fees for the year ended December 31, 2021 related to WWC, P.C.
+Added: was $185,000.
Audit-Related Fees
4 unchanged sentences
no such fees incurred by the Company in the years ended December 31, 2021 and 2020.
−Removed: The tax fee of $9,000 relate to tax compliance
−Removed: services rendered in each of the years ended December 31,2020 and 2019.
+Added: The tax fee of $9,500 and $9,000 relate to tax
+Added: compliance services rendered in each of the years ended December 31, 2021 and 2020,respectively.
+Added: Total tax fees for the year ended December 31, 2021 related to WWC, P.C.
All Other Fees
7 unchanged sentences
(a) Financial Statements and Schedules
−Removed: Financial Statements –
−Removed: The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8 of Part II, on page F-1.
−Removed: Financial Statement Schedules –
−Removed: “Schedule I –
−Removed: Parent Only Financial Information”
−Removed: filed as part of this filing is listed on the Financial Statements and Supplementary Data, Item 8 of Part II, on pages S-1 and S-2.
+Added: Financial Statements – The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item 8 of Part II, on page F-1.
+Added: Financial Statement Schedules – “Schedule I – Parent Only Financial Information” filed as part of this filing is listed on the Financial Statements and Supplementary Data, Item 8 of Part II, on pages S-1 and S-2.
All other financial statement schedules have been omitted because they are not applicable, or the information required is set forth in the Consolidated Financial Statements or related notes thereto.
(b) Exhibit Index
−Removed: Agreement and Plan of Merger dated December 10, 2006, among the Registrant, DFAX Acquisition vehicle, Inc., Upper Class Group Limited and the shareholders of UCG, incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on December 12, 2006.
−Removed: Share Exchange Agreement among the Registrant, Upper Class Limited, Shouguang Yuxin Chemical Industry Company Limited and shareholders of Shouguang Yuxin Chemical Industry Company Limited, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2007.
−Removed: Agreement and Plan of Merger dated November 24, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
−Removed: Articles of Incorporation of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
−Removed: Bylaws of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
−Removed: Certificate of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2020.
−Removed: Description of Securities, incorporated herein by reference to Exhibit 4.1 to the Registration’s Annual Report on Form 10-K filed on April 14, 2020.
−Removed: Taiwan Island Ecological Culture City Project Demolition Compensation Agreement for Factory #6, dated November 25, 2016, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on November 29, 2016.
−Removed: Code of Ethics, incorporated herein by reference to Exhibit 14 to the Registrant’
−Removed: annual report on Form 10-K filed on March 16, 2009.
−Removed: List of Subsidiaries, incorporated herein by reference to Exhibit 21.1 to the Registrant’s annual report on Form 10-K filed on March 16, 2018.
+Added: Agreement and Plan of Merger dated December 10, 2006, among the Registrant, DFAX Acquisition vehicle, Inc., Upper Class Group Limited and the shareholders of UCG, incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on December 12, 2006.
+Added: Share Exchange Agreement among the Registrant, Upper Class Limited, Shouguang Yuxin Chemical Industry Company Limited and shareholders of Shouguang Yuxin Chemical Industry Company Limited, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2007.
+Added: Agreement and Plan of Merger dated November 24, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
+Added: Articles of Incorporation of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
+Added: Bylaws of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
+Added: Certificate of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2020.
+Added: Description of Securities, incorporated herein by reference to Exhibit 4.1 to the Registration’s Annual Report on Form 10-K filed on April 14, 2020.
+Added: Taiwan Island Ecological Culture City Project Demolition Compensation Agreement for Factory #6, dated November 25, 2016, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on November 29, 2016.
+Added: Code of Ethics, incorporated herein by reference to Exhibit 14 to the Registrant’ annual report on Form 10-K filed on March 16, 2009.
+Added: List of Subsidiaries, incorporated herein by reference to Exhibit 21.1 to the Registrant’s annual report on Form 10-K filed on March 16, 2018.
+Added: Consent of WWC, P.C.
+Added: Certified Public Accountants, an independent registered public accounting firm.*
Consent of Morison Cogen LLP, an independent registered public accounting firm.*
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)*
* Filed herewith.
23 unchanged sentences
April 12, 2022
+Added: /s/ Sheng Wei Ma
April 12, 2022
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.