What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-12 · 65 added, 94 removed, 549 unchanged (22% of the section changed)

121 unchanged sentences

Liu was appointed as Chief Executive Officer and Director on March 10, 2009.

Liu joined the Company

as Vice President in December 2007.

Liu joined the

Company as Vice President in December 2007.

He has served as the Director of Sanya Kangyangnian Health Management Co.

LTD since March,

has served as Chairman of Chengdu Philosopher's Stone Culture Media Co.

He has served as Chairman of Chengdu Philosopher's Stone Culture Media Co.

LTD since August 2018.

He served as Chairman of China Shouguang

Vegetable Industry Group (Cayman) Inc.

He served as Chairman of China

Shouguang Vegetable Industry Group (Cayman) Inc.

from 2011 to 2017.

He currently serves as a director of China Shouguang Vegetable Industry Group

(Cayman) Inc.

He currently serves as a director of China Shouguang Vegetable Industry

Group (Cayman) Inc.

Before he joined the Company, Mr.

2 unchanged sentences

the department manager of Hainan Zhongou Accounting Firm from January 2003 to December 2006;

the CFO (equivalent of

Vice President) of Dasheng Real Estate Development Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November

the CFO (equivalent

of Vice President) of Dasheng Real Estate Development Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November

the CFO of Shenzhen Securities Department of Hainan Saige International Trust Investment Company from May 2000 to August 2004;

12 unchanged sentences

January 2006, Mr.

Miao has served as Director, Secretary and Vice President of Gulf Resources, Inc.

and he is in charge of sales, human

resource and business management.

Miao has served as Director and,Secretary and, since July, 2009, Chief Operating officer， of Gulf Resources,

and he is in charge of sales, human resource and business management.

From 2005 to 2006, Mr.

Miao served as Vice President of Shouguang City Yuxin Chemical Company

Limited as the deputy general manager.

Miao served as Vice President

of Shouguang City Yuxin Chemical Company Limited as the deputy general manager.

From 1991 to 2005, Mr.

Miao served as a Manager and then Vice President of Shouguang

City Commercial Trading Center Company Limited.

He was the director of Shouguang Business Trade Center since 1986.

He has served

as Supervisor of Chengdu Philosopher's Stone Culture Media Co.

Miao served as a Manager

and then Vice President of Shouguang City Commercial Trading Center Company Limited.

He was the director of Shouguang Business

Trade Center since 1986.

He has served as Supervisor of Chengdu Philosopher's Stone Culture Media Co.

LTD since August 2018.

192 unchanged sentences

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of

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

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.

Section 16(a) of the Securities Exchange Act

of 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 to Company.

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 2022, all such reports were filed timely.

Executive Compensation

21 unchanged sentences

Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan, during fiscal year 2022.

FISCAL YEAR 2021 GRANTS OF PLAN-BASED AWARDS

Estimated Future Payouts

YEAR 2022 GRANTS OF PLAN-BASED AWARDS

Future Payouts

Under Non-Equity

Incentive Plan Awards

Estimated Future Payouts

Future Payouts

Under Equity Incentive

All Other Stock Awards:

Number of Shares of

Option Awards:

Number of Securities

Exercise or Base Price of

Grant Date Fair Value of Stock

Stocks or Units

Underlying Options

and Options ($)

Grant Date Fair

Value of Stock

Narrative Discussion

5 unchanged sentences

also a member of the Board of Directors.

Pursuant to the agreement, Xiaobin Liu is entitled to receive annual compensation equal to approximately

$104,454, subject to changes in the foreign exchange rate and market conditions.

On September 1, 2021, Mr.

Liu and the Company entered

into an agreement, pursuant to which Mr.

Liu shall refund to the Company all of the cash compensation he earned for his services with

the Company from January 2010 to June 2021, considering that the Company has not performed well in recent years.

As of the date hereof,

the full amount of approximately $597,480 was refunded to the Company by Mr.

Effective from July 1, 2020, Mr.

Liu’s service

shall be compensated in the Company's shares only under the Company’s equity incentive plan.

Pursuant to the agreement, Mr.

Liu’s service shall be compensated in the Company's shares

only under the Company’s equity incentive plan.

The employment agreement for

1 unchanged sentence

Pursuant to the agreement,

Li is entitled to receive annual compensation equal to approximately $104,454, subject to changes in the foreign exchange rate and

market conditions.

On September 1, 2021, Min Li and the Company mutually agreed that Mr.

Li shall return a portion of the cash compensation

he earned for his services with the Company from January 2010 to June 2021, considering that the Company has not performed well in recent

As of date hereof, the full amount of approximately $386,629 was refunded to the Company by Mr.

Effective from July 1, 2021,

Li shall receive annual cash compensation equal to approximately $18,500 subject to changes in the foreign exchange rate and market

4 unchanged sentences

Pursuant to the agreement, Mr.

Miao is entitled to receive annual compensation equal to approximately

$104,454 subject to changes in the foreign exchange rate and market conditions.

On September 1, 2021, Naihui Miao and the Company mutually

agreed that Mr.

Miao will return a portion of the cash compensation he earned for his services with the Company from January 2010 to June

2021 considering that the Company has not performed well in recent years.

As of date hereof, the full amount of approximately $386,629

was refunded to the Company by Mr.

Effective July 1, 2021, Mr.

Miao shall receive annual cash compensation equal to approximately

13 unchanged sentences

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Number of Securities Underlying Unexercised Options

(#) Exercisable

Number of Securities Underlying Unexercised Options

(#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Number of Securities Underlying

Unexercised Unearned Options (#)

Option Exercise Price ($)

1 unchanged sentence

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested ($)

Market Value of Shares or Units of Stock That Have Not

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Number of Unearned Shares,

Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Market or Payout Value

of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Xiaobin Liu, CEO

Naihui Miao, COO

Represents the shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the

shares of Restricted Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms

(1) Represents the

shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the shares of Restricted

Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms of the Plan.

Option Exercises and Stock Vested

The following table sets forth aggregate information

with respect to each named executive officer regarding the exercise of stock options, stock appreciation rights, and similar instruments

and the vesting of restricted stock, restricted stock units and similar instruments, for fiscal year 2021.

following table sets forth aggregate information with respect to each named executive officer regarding the exercise of stock options,

stock appreciation rights, and similar instruments and the vesting of restricted stock, restricted stock units and similar instruments,

for fiscal year 2022.

FISCAL YEAR 2022 OPTION EXERCISES AND STOCK VESTED

40 unchanged sentences

Ming Yang (Chairman)

2,810,622 (2)

Xiaobin Liu (CEO)

Naihui Miao (COO)

Shengwen Ma (Director)

Shengwei Ma (Director)

Yang Zou (Director)

2 unchanged sentences

All Directors and Executive Officers as a Group (eight persons)

1,015,945 (8)

Shandong Haoyuan Industry Group Ltd.

9 unchanged sentences

Zhi Yang, Mr.

Yang’s son, and

824,947 shares owned by Shandong Haoyuan Industry Group Ltd.

(“SHIG”), of which Mr.

Yang is the controlling shareholder,

chief executive officer and a director.

Yang disclaims beneficial ownership of the shares owned by his wife and SHIG.

Yang disclaims beneficial ownership of the shares owned by his wife and son.

(3) Consists of 208,115 shares held by each individual.

6 unchanged sentences

Republic of China.

Chen Yang serves as the General Manager, and owns 82% equity interest, of Shandong Haoyuan Industry Group Ltd.

Certain Relationships and Related Transactions, Director

12 unchanged sentences

for those fiscal years.

Total audit and related review fees for the year ended December 31, 2021 related to WWC, P.C.

was $185,000.

Audit-Related Fees

6 unchanged sentences

compliance services rendered in each of the years ended December 31, 2022 and 2021,respectively.

Total tax fees for the year ended December 31, 2021 related to WWC, P.C.

All Other Fees

19 unchanged sentences

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.

Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Xiaobin Liu, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 1, 2022

Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Min Li, incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed on December 1, 2022

Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Naihui Miao, incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K, filed on December 1, 2022

Code of Ethics, incorporated herein by reference to Exhibit 14 to the Registrant’ annual report on Form 10-K filed on March 16, 2009.

Letter from Morison Cogen LLP, dated July 7, 2021, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K, filed on July 7, 2021.

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.

1 unchanged sentence

Certified Public Accountants, an independent registered public accounting firm.

Consent of Morison Cogen LLP, an independent registered public accounting firm.*

Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

8 unchanged sentences

of the Securities and Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned thereunto duly

April 12, 2022

March 31, 2023

/s/ Xiaobin Liu

5 unchanged sentences

/s/ Xiaobin Liu

April 12, 2022

March 31, 2023

Chief Executive Officer and Director

April 12, 2022

March 31, 2023

Chief Financial Officer

/s/ Ming Yang

April 12, 2022

March 31, 2023

/s/ Naihui Miao

April 12, 2022

March 31, 2023

/s/ Tengfei Zhang

April 12, 2022

March 31, 2023

Tengfei Zhang

April 12, 2022

March 31, 2023

/s/ Sheng Wei Ma

April 12, 2022

March 31, 2023

/s/ Shi Tong Jiang

April 12, 2022

March 31, 2023

Shi Tong Jiang

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.

What changed 10-K

Item 9A. Controls and Procedures