GULF RESOURCES, INC. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Statements The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason. Overview We are a Nevada holding company which conducts operations through our wholly-owned China-based subsidiaries. Our business is conducted and reported in four segments, namely, bromine, crude salt, chemical products and natural gas. Through our wholly-owned subsidiary, SCHC, we produce and trade bromine and crude salt. We are one of the largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine. Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants. Crude salt is the principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and beverage, and other industries. Through our wholly-owned subsidiary, SYCI, we manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics. Our wholly-owned subsidiary, DCHC, was established to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China. As disclosed in the Company’s Current Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental protection management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification and improvements in accordance with the country’s new safety and environmental protection requirements. In the Company’s press release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on September 1, 2017. The Company believes that this is another step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments has applied the Notice in a consistent manner. The Shouguang City Bromine Association, on behalf of all the bromine plants in Shouguang, started discussions with the local government agencies. The local governmental agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial government. The Company understood from the local government that it has been coordinating with several government agencies to solve these three outstanding approval issues in a timely manner and that all the affected bromine plants willnot be allowed to commence production prior to obtaining those approvals. In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 had passed inspection and could resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations. On February 28, 2020, the Company announced that it received an approval from the government to resume bromine production after winter temporary closure. Subsequently, it received another approval from the Shouguang Yangkou People’s Government dated on March 5, 2020 to resume production at its bromine factories No. 1, No. 4, No. 7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control. With these two approvals, the Company was allowed to resume production at all four bromine factories. The Company received an oral notification from the government for its Factory No. 8, which permitted Factory No.8 to resume production in August 2022. Factory No.8 started to contribute revenue in the fourth quarter 2022. 15 Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023 as planned. The Company is still waiting for governmental approval for factories No. 2 and No. 10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories in order to satisfy the local government's requirements. On November 24, 2017, Gulf Resources received a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal environmental protection department, the security supervision department and the fire department, its chemical enterprises would have to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park. Although our chemical companies were in compliance with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park. Chemical companies that are not being asked to move into the park are being permanently closed. Since our factories closed, the Company has secured from the government the land use rights for its chemical plant. On January 6, 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020. The construction was expected to take approximately one year and an additional six months to complete the equipment installation and testing, however due to the COVID epidemic and electrical restrictions, the opening of the chemical factory has been delayed. [The Company has received the refrigeration and air compressor units. On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and to review its chemical products strategy. In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town ,Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until after the governmental planning has been finalized the land and resource planning for Sichuan Province. In April 2022, Shouguang Hengde Salt Industry Co. Ltd（“SHSI”）, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. On January 28, 2020 we completed a 1-for-5 reverse stock split of our common stock, such that for each five shares outstanding prior to the stock split there was one share outstanding after the reverse stock split. All shares of common stock referenced in this report have been adjusted to reflect the stock split figures. Recent Developments Acquisition Agreements On June 26, 2024, a wholly owned subsidiary of the Company, Shouguang Hengde Salt Industry Co. Ltd ( “SHSI”), entered into a Crude Salt Field Acquisition Agreement (the “Acquisition Agreement”) with Shouguang Qingshuibo Farm Co., LTD. (“Seller A”), pursuant to which Seller A agrees to transfer to SHSI, and SHSI agrees to purchase, 2,380,000 square meters of crude salt field (including the land lease fee) for RMB54.40 per square meter, with the total transfer price of RMB129,472,000. The term of transfer is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Acquisition Agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Acquisition Agreement after SHSI has inspected the and accepted the crude salt field in writing. On June 27, 2024, SHSI entered into four Crude Salt Field Acquisition Agreements (the “Agreements”) with Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (together, “Sellers”), pursuant to which Sellers agree to transfer to SHSI, and SHSI agrees to purchase from Sellers, 750,000, 804,000, 385,000, and 822,000 square meters of crude salt field (including the land lease fee) for RMB54.10, RMB54.90, RMB54.00, and RMB55.70 per square meter, respectively, with the total transfer price of RMB40,575,000, RMB44,139,600, RMB20,790,000, and RMB45,785,400, respectively. The term of transfers is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Agreements, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Agreements after SHSI has inspected the and accepted the crude salt fields in writing. Nasdaq Compliance The Company received a notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 18, 2024 notifying the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the SEC, the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC, and the Company subsequently received a notice (the “May Notice”) from Nasdaq on May 21, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”, together with the Form 10-K, the “Delinquent Reports”). The May Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain compliance with the Rule. On June 26, 2024, the Company received a letter from Nasdaq indicating that, based on its further review and the plan of compliance submitted by the Company on June 14, 2024, Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before October 14, 2024, the Company must file the Delinquent Reports, as required by the Rule. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a hearings panel. Subsequently, on August 20, 2024, the Company received a notice (the “August Notice”) from Nasdaq indicating that, because the Company is delinquent in filing its quarterly report on Form 10-Q for the period ended June 30, 2024, the Company is not in compliance with the Rule. The Notice also indicates that as a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect to the filing requirements. The Company has until September 4, 2024 to submit such update to Nasdaq. The August Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market. While the Company can provide no assurance to the timing, the Company has submitted a letter to Nasdaq confirming that there has been no change to its original plan to regain compliance with respect to the filing requirements, and will continue to work diligently to complete and file its delayed SEC reports. 16 Our current corporate structure chart is set forth in the following diagram: As a result of our acquisitions of SCHC and SYCI, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI, SHSI and DCHC. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. 17 RESULTS OF OPERATIONS The following table presents certain information derived from the condensed consolidated statements of operations, cash flows and stockholders equity for the three-month and six-month periods ended June 30, 2024 and 2023. Comparison of the Three-Month Period Ended June 30, 2024 and 2023 Three-Month Period Ended June 30, 2024 Three-Month Period Ended June 30, 2023 Percent Change Increase/ (Decrease) Net revenue $ 2,383,169 $ 8,005,782 (70 %) Cost of net revenue (5,112,058 ) (7,321,442 ) (30 %) Gross profit (2,728,889 ) 684,340 (499 %) Sales and marketing expenses (13,633 ) (14,718 ) (7 %) Direct labor and factory overheads incurred during plant shutdown (1,714,503 ) (1,055,529 ) (62 %) General and administrative expenses (689,972 ) (593,325 ) 16 % Other Operating income (expense) — 60,134 — Income (loss) from operations (5,146,997 ) (919,098 ) (426 %) Other income 9,977 44,583 (78 %) Other expense (29,169,008 ) — — Income (loss) before taxes (34,306,028 ) (874,515 ) (3823 %) Income tax benefit 1,208,110 192,699 (527 %) Net Income (loss) $ (33,097,918 ) $ (681,816 ) (4754 %) Net revenue. The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended June 30, 2024 as compared to the same period in 2023: Net Revenue by Segment Three-Month Period Ended Three-Month Period Ended Percent Change Increase June 30, 2024 June 30, 2023 of Net Revenue Segment % of total % of total Bromine $ 1,859,234 78 % $ 7,356,347 92 % (75 %) Crude Salt 523,935 22 % 649,435 8 % (19 %) Chemical Products — — — — — Natural Gas — — — — — Total 2,383,169 100 % 8,005,782 100 % (70 %) Equipment Lease — — — — — Total sales $ 2,383,169 100 % $ 8,005,782 100 % (70 %) Three-Month Period Ended Percentage Change Bromine and crude salt segments product sold in tonnes June 30, 2024 June 30, 2023 Increase (Decrease) Bromine 782 2,400 (67 %) Crude Salt 24,852 20,659 20 % 18 Bromine segment For the three-month periods ended June 30, 2024 and 2023, the net revenue for the bromine segment was $1,859,234 and $7,356,347, respectively. The decrease of the net revenue of bromine was due to a decrease in selling prices and tonnes sold of bromine in the second quarter of 2023. The sale price of bromine in the second quarter of 2024 was 22% lower than in the second quarter of 2023, and the quantity sold was 67% lower than in the second quarter of 2023. Crude salt segment For the three-month periods ended June 30, 2024 and 2023, the net revenue for the crude salt was $523,935 and $649,435, respectively. The decrease of net revenue of crude salt was mainly due to 33% decrease in average selling price of crude salt for the three-month period ended June 30, 2024. Chemical products segment For the three-month periods ended June 30, 2024 and 2023, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017. Natural gas segment For the three-month period ended June 30, 2024 and 2023, the net revenue for the natural gas was $0. Equipment Lease For the three-month period ended June 30, 2024 and 2023, the net revenue for the equipment lease was $0. 19 Cost of Net Revenue Cost of Net Revenue by Segment Percent Change Three-Month Period Ended Three-Month Period Ended of Cost of June 30, 2024 June 30, 2023 Net Revenue Segment % of total % of total Bromine $ 4,729,059 93 % $ 7,043,681 96 % (33 %) Crude Salt 382,999 7 % 277,761 4 % 38 % Chemical Products — — — — — Natural Gas — — — — — Total $ 5,112,058 100 % $ 7,321,442 100 % (30 %) Cost of net revenue reflects mainly the raw materials consumed and the direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. Our cost of net revenue was $5,112,058 for the three-month period ended June 30, 2024, an decrease of $2,209,384 (or 30%) as compared to the same period in 2023 due to the decrease of net revenue by 70% for the three-month period ended June 30, 2024 as compared to the same period in 2023 . Bromine production capacity and utilization of our factories The table below represents the annual capacity and utilization ratios for all of our bromine producing properties: Annual Production Capacity (in tonnes) Utilization Ratio (i) Three-month period ended June 30, 2023 31,506 31 % Three-month period ended June 30, 2024 31,506 9 % Variance of the three-month period ended June 30, 2024 and 2023 — (22 %) (i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes. Bromine segment For the three-month period ended June 30, 2024, the cost of net revenue for the bromine segment was $4,729,059. For the three-month period ended June 30, 2023, the cost of net revenue for the bromine segment was $7,043,681. Crude salt segment For the three-month period ended June 30, 2024 the cost of net revenue for the crude salt segment was $382,999. For the three-month period ended June 30, 2023 the cost of net revenue for the crude salt segment was $277,761. Chemical products segment Cost of net revenue for our chemical products segment for the three-month period ended June 30, 2024 and 2023 was $0. Natural gas segment Cost of net revenue for our natural gas segment for the three-month period ended June 30, 2024 and 2023 was $0. Gross Profit. Gross loss was $2,728,889, or 115%, of net revenue for the three-month period ended June 30, 2024, representing a decrease of $3,413,229, as compared to a gross profit of $684,340, or 9%, of net revenue for the same period in 2023. Gross Profit (Loss) by Segment % Point Change Three-Month Period Ended Three-Month Period Ended of Gross June 30, 2024 June 30, 2023 Profit Margin Segment Gross Profit Margin Gross Profit Margin Bromine $ (2,869,825 ) (154 %) $ 312,666 4 % (158 %) Crude Salt 140,936 27 % 371,674 57 % (30 %) Chemical Products — — — — — Natural Gas — — — — — Equipment Lease — — — — — Total Gross Profit $ (2,728,889 ) (115 %) $ 684,340 9 % (124 %) Bromine segment For the three-month period ended June 30, 2024, the gross loss margin for our bromine segment was 154%, compared to 4% in the three-month period ended June 30, 2023. The decrease in gross profit margin was primarily attributable to the lower average selling price of bromine of $2,379 per ton in the three-month period ended June 30, 2024 compared to $3,065 per ton in the three-month period ended June 30, 2023 and the number of sales was down 67% from the second quarter of 2023. For the three-month period ended June 30, 2023, the gross profit margin for our bromine segment was 4%. 20 Crude salt segment For the three-month period ended June 30, 2024, the gross profit margin for our crude salt segment was 27%. For the three-month period ended June 30, 2023, the gross loss margin for our crude salt segment was 57%. Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $1,714,503 and $1,055,529 incurred for the three-month periods ended June 30, 2024 and 2023, respectively, for the factories that have not resumed production were presented as part of the operating expenses. General and Administrative Expenses General and administrative expenses were $689,972 for the three-month period ended June 30, 2024, representing an increase of $96,647 as compared to $593,325 for the same period in 2023. Income (loss) from Operations Loss from operations was $5,146,997 for the three-month period ended June 30, 2024, compared to loss from operations of $919,098 in the same period in 2023. Income (loss) from Operations by Segment Three-Month Period Ended June 30, 2024 Three-Month Period Ended June 30, 2023 Segment: % of total % of total Bromine $ (4,662,586) 94 % $ (787,509) 93 % Crude Salt 130,024 (3 %) 361,083 (42 %) Chemical Products (339,254 ) 7 % (416,019 ) 49 %) Natural Gas (73,773 ) 2 % (2,830 ) 0 %) Income (loss) from operations before corporate costs (4,945,589 ) 100 % (845,275) 100 % Corporate costs (201,408 ) (68,179 ) Unrealized gain on translation of Intercompany balance - (5,644) Income (loss) from operations $ (5,146,997) $ (919,098) Bromine segment Loss from operations from our bromine segment was $4,662,586 for the three-month period ended June 30, 2024, compared to income from operations of $787,509 in the same period in 2023. This decrease was due to a 67% decrease in tonnes sold and a 22% decrease in average selling price. Crude salt segment Income from operations from our crude salt segment was $130,024 for the three-month period ended June 30, 2024, compared to income from operations of $361,083 in the same period in 2023. 21 Chemical products segment Loss from operations from our chemical products segment was $339,254 for the three-month period ended June 30, 2024, compared to loss from operations of $416,019 in the same period in 2023. Natural gas segment Loss from operations from our natural gas segment was $73,773 for the three -month period ended June 30, 2024, compared to a loss from operations of $2,830 in the same period in 2023. Other Income, Net Other income, net of 9,977 represented bank interest income, net of capital lease interest expense for the three-month period ended June 30, 2024, an decrease of $34,606 (or approximately 78%) as compared to the same period in 2023. Net Income (loss) Net loss was $33,097,918 for the three-month period ended June 30, 2024, compared to a net income of $681,816 in the same period in 2023. Comparison of the Six-Month Period Ended June 30, 2024 and 2023 Six-Month Period Ended June 30, 2024 Six-Month Period Ended June 30, 2023 Percent Change Increase/ (Decrease) Net revenue $ 3,690,231 $ 17,307,789 (79 %) Cost of net revenue (7,231,903 ) (14,090,516 ) (49 %) Gross profit (3,541,672 ) 3,217,273 (210 %) Sales and marketing expenses (18,124 ) (28,422 ) (36 %) Direct labor and factory overheads incurred during plant shutdown (5,449,192 ) (3,464,265 ) 57 % General and administrative expenses (1,407,428 ) (1,503,376 ) (6 %) Other Operating income (expense) — 60,134 — Income (loss) from operations (10,416,416 ) (1,718,656 ) 506 % Other income 21,207 85,838 (75 %) Other expense (29,173,011 ) — — Income (loss) before taxes (39,568,220 ) (1,632,818 ) 2323 % Income (loss) tax benefit 2,478,170 393,255 530 % Net Income (loss) $ (37,090,050 ) $ (1,239,563 ) 2892 % 22 Net revenue. The table below shows the changes in net revenue in the respective segment of the Company for the six-month period ended June 30, 2024 as compared to the same period in 2023: Net Revenue by Segment Six-Month Period Ended Six-Month Period Ended Percent Increase June 30, 2024 June 30, 2023 of Net Revenue Segment % of total % of total Bromine $ 3,005,431 81 % $ 15,826,719 91 % (81 %) Crude Salt 640,606 18 % 1,398,116 8 % (54 %) Chemical Products — — — — — Natural Gas — — — — — Total 3,646,037 99 % 17,224,835 99 % (79 %) Equipment Lease 44,194 1 % 82,954 1 % (47 %) Total sales $ 3,690,231 100 % $ 17,307,789 100 % (79 %) Bromine and crude salt segments Six-Month Period Ended Percentage Change product sold in tonnes June 30, 2024 June 30, 2023 Increase Bromine (excluding volume sold to SYCI) 1,233 4,420 (72 %) Crude Salt 28,924 41,020 (29 %) Bromine segment Net revenue from our bromine segment decreased to $3,005,431 for the six-month period ended June 30, 2024 compared to $15,826,719 for the same period in 2023 due to the lower selling price of bromine and tonnes of bromine . Crude salt segment Net revenue from our crude salt segment decreased to $640,606 for the six-month period ended June 30, 2024 compared $1,398,116 for the same period in 2023 due to the lower selling tonnes of crude salt. Chemical products segment For the six-month period ended June 30, 2024 and 2023, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017. Natural gas segment For the six-month period ended June 30, 2024 and 2023, the net revenue was $0. Equipment Lease For the six-month period ended June 30, 2024 and 2023, the net revenue for the equipment lease was $44,194 and $82,954. Cost of Net Revenue Cost of Net Revenue by Segment % Change Six-Month Period Ended Six-Month Period Ended of Cost of June 30, 2024 June 30, 2023 Net Revenue Segment % of total % of total Bromine $ 6,801,811 94.0 % $ 13,192,124 93.6 % (48 %) Crude Salt 429,893 5.9 % 898,019 6.3 % (52 %) Chemical Products — — — — — Natural Gas 199 0.1 % 373 0.1 % (47 %) Total $ 7,231,903 100 .0% $ 14,090,516 100 .0% (49 %) Cost of net revenue reflects mainly the raw materials consumed-direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. 23 Bromine production capacity and utilization of our factories The table below represents the annual capacity and utilization ratios for all of our bromine producing properties: Annual Production Capacity (in tonnes) Utilization Ratio (i) Six-month period ended June 30, 2023 31,506 34 % Six-month period ended June 30, 2024 31,506 4 % Variance of the six-month period ended June 30, 2024 and 2023 — (30 %) (i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes. Bromine segment For the six-month period ended June 30, 2024, the cost of net revenue for the bromine segment was $6,801,811. For the six-month period ended June 30, 2023, the cost of net revenue for the bromine segment was $13,192,124. Crude salt segment For the six-month period ended June 30, 2024, the cost of net revenue for the crude salt segment was $429,893. For the six-month period ended June 30, 2023, the cost of net revenue for the crude salt segment was $898,019. Natural gas segment Cost of net revenue for our natural gas segment for the six-month period ended June 30, 2024 and 2023 was $199 and $373, respectively. Gross Profit. Gross loss was $3,541,672, or 96%, of net revenue for six-month period ended June 30, 2024 compared to $3,217,273, or 19%, of net revenue for the same period in 2023. Gross Profit (Loss) by Segment % Point Change Six-Month Period Ended Six-Month Period Ended of Gross June 30, 2024 June 30, 2023 Profit Margin Segment Gross Profit (loss) Margin Gross Profit Margin Bromine $ (3,796,380 ) (126 .0%) $ 2,634,595 17 % (143 %) Crude Salt 210,713 33 .0% 500,097 35 % (3 %) Chemical Products — — — — — Natural Gas — — — — — Equipment Lease 43,995 99.6 % 82,581 99 % 0 % Total Gross Profit $ (3,541,672 ) (96.0 %) $ 3,217,273 19 % (115 %) Bromine segment For the six-month period ended June 30, 2024, the gross loss for our bromine segment was 126%, compared to 17% in the six-month period ended June 30, 2023. The decrease in gross profit margin was primarily attributable to the higher average selling price of bromine of $2,438 per ton in the six-month period ended June 30, 2024 compared to $3,580 per ton in the six-month period ended June 30, 2023. For the six-month period ended June 30, 2023, the gross profit margin for our bromine segment was 17%. 24 Crude salt segment For the six-month period ended June 30, 2024, the gross profit margin for our crude salt segment was 33%. For the six-month period ended June 30, 2023 the gross profit margin for our crude salt segment was 35%. Chemical products segment For the six-month period ended June 30, 2024, the gross profit margin for our chemical segment was 0% due to the closure of our plant and factories to perform rectification and improvement. As a result, there were no chemical products for sale for the six-month period ended June 30, 2024. Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $5,449,192 and $3,464,265 incurred for the three-month periods ended June 30, 2024 and 2023, respectively, for the factories that have not resumed production were presented as part of the operating expense. General and Administrative Expenses. General and administrative expenses were $1,407,428 for the six-month period ended June 30, 2024, a decrease of $95,948 (or 6%) as compared to $1,503,376 for the same period in 2023. Income (Loss) from Operations. Loss from operations was $10,416,416 for the six-month period ended June 30, 2024, compared to income from operations of $1,718,656 in the same period in 2023. Income(loss) from Operations by Segment Six-Month Period Ended June 30, 2024 Six-Month Period Ended June 30, 2023 Segment: % of total % of total Bromine $ (9,445,401 ) 93 % $ (1,197,201 ) 74 % Crude Salt 54,932 (0.5 %) 404,013 (25 %) Chemical Products (654,078 ) 6.5 % (833,892 ) 52 % Natural Gas (101,482 ) 1 % 9,855 (1 %) Income(loss) from operations before corporate costs (10,146,029 ) 100 % (1,617,225 ) 100 % Corporate costs (270,387 ) (128,139 ) Unrealized gain on translation of intercompany balance — 26,708 Income(loss) from operations before taxes $ (10,416,416 ) $ (1,718,656 ) Bromine segment Loss from operations from our bromine segment was $9,445,401 for the six-month period ended June 30, 2024, compared to an loss from operations of $1,197,201 in the same period in 2023. This decrease was due to a 72% decrease in tonnes sold and a 32% decrease in average selling price. Crude salt segment Income from operations from our crude salt segment was $54,932 for the six-month period ended June 30, 2024, compared to a loss from operations of $404,013 in the same period in 2023. 25 Chemical products segment Loss from operations from our chemical products segment was $654,078 for the six-month period ended June 30, 2024, compared to a loss from operations of $833,892 in the same period in 2023. Natural gas segment Loss from operations from our natural gas segment by equipment lease was $101,482 for the six-month period ended June 30, 2024, compared to a income from operations of $9,855 in the same period in 2023. Other Income, Net. Other income, net of $21,207 represented bank interest income, net of capital lease interest expense for the six -month period ended June 30, 2024, an decrease of $64,631 (or approximately 75%) as compared to the same period in 2023. Net Income (Loss). Net loss was $37,090,050 for the six-month period ended June 30, 2024, compared to a net loss of $1,239,563 in the same period in 2023. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2024, cash and cash equivalents were $10,367,539 as compared to $72,223,894 as of December 31, 2023. The components of this decrease of $61,856,355 are reflected below. Statement of Cash Flows Six-Month Period Ended June 30, 2024 2023 Net cash (used in) provided by operating activities $ (812,141 ) $ 11,011,556 Net cash used in investing activities (60,526,213 ) (48,352 ) Net cash used in financing activities (264,094 ) (267,810 ) Effects of exchange rate changes on cash and cash equivalents (253,907 ) (3,648,129 ) Net increase (decrease) in cash and cash equivalents $ 61,856,355 $ 7,047,265 For the six-month period ended June 30, 2024, we met our working capital and capital investment requirements by using cash on hand. Net Cash (used in) Provided by Operating Activities During the six-month period ended June 30, 2024, cash flow used in operating activities of approximately $0.8 million was mainly due to a net loss of $37.09 million, offset by depreciation and amortization expenses of $9.47 million and loss on disposal of equipment of $29.17 million. During the six-month period ended June 30, 2023, cash flow provided by operating activities of approximately $11 million was mainly due to a net loss of $1.24 million, a decrease in accounts receivable of $3.15 million, a decrease in accounts payable of $1.56 million, a decrease in deferred taxes of $0.4 million, and a non-cash adjustment related to depreciation and amortization of property, plant and equipment of $10.6 million, offset by increases in operating leases, and prepayments. 26 Accounts receivable Cash collections on our accounts receivable had a major impact on our overall liquidity. The following table presents the aging analysis of our accounts receivable as of June 30, 2024 and December 31, 2023. June 30, 2024 December 31, 2023 % of total % of total Aged 1-30 days $ 896,412 52 % $ 2,040,377 42 % Aged 31-60 days 839,883 48 % 2,460,233 51 % Aged 61-90 days — — 365,086 7 % Aged 91-120 days — — — — Aged 121-150 days — — — — Aged 151-180 days — — — — Aged 181-210 days — — — — Aged 211-240 days — — — — Total $ 1,736,295 100 % $ 4,865,696 100 % The overall accounts receivable balance as of June 30, 2024 decreased by $3,129,401, as compared to those of December 31, 2023. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customers. No allowance for doubtful accounts for the three-month and six-month periods ended June 30, 2024 is required. Inventory Our inventory consists of the following: June 30, 2024 December 31, 2023 % of total % of total Raw materials $ 34,159 8 % $ 32,840 5 % Finished goods 379,601 92 % 544,389 95 % Total $ 413,760 100 % $ 577,229 100 % The net inventory level as of June 30, 2024 decreased by $163,469 (or 28%), as compared to the net inventory level as of December 31, 2023. 27 Raw materials increased by $1,319 as of June 30, 2024 as compared to December 31, 2023. Our finished goods decreased by $164,788 as of June 30, 2024 as compared to December 31, 2023. Net Cash Used in Investing Activities During the six months ended June 30, 2024, we used approximately $60.5 million to acquire property, plant and equipment, which primarily included the cost of bromine wells and the installation of high and low voltage lines for these bromine wells, as well as the purchase of salt plants. For the six-month period ended June 30, 2023, we used approximately $0.05 million to acquire property, plant and equipment. Net Cash Used in Financing Activities. For the six-month period ended June 30, 2024 and 2023, we used $0.3 million to fulfil finance lease obligations. We believe that our available funds and cash flows generated from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they full due in the next twelve (12) months. We had available cash of approximately $10.37 million at June 30, 2024, all which is in highly liquid current deposits earning no or little interest. We do not anticipate paying cash dividends in the foreseeable future. We intend to continue to focus our efforts on the activities of SCHC, SYCI, SHSI and DCHC as these segments continue to expand within the Chinese market. We may not be able to identify, successfully integrate or profitably manage any businesses or business segment we may acquire, or any expansion of our business. An expansion may involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain key personnel, risks associated with unanticipated events, and the financial statement effect of potential impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects. Contractual Obligations and Commitments We have no significant contractual obligations not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. Additional information regarding our contractual obligations and commitments at June 30, 2024 is provided in the notes to our consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements, Note 17 – Capital Commitment and Operating Lease Commitments”. Material Off-Balance Sheet Arrangements We do not currently have any off balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, leases, property, plant and equipment, recoverability of long lived assets, revenue recognition, income taxes, loss contingencies, and stock-based compensation. These policies and estimates are described in the Company’s 2023 Form 10-K.