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Item 9A. Controls and Procedures

2025-04-11 compared with 2024-09-27 · 551 added, 427 removed, 238 unchanged (80% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

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

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

Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls

and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance our management necessarily

was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out

an evaluation as required by Rule 13a-15(d) under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of

December 31, 2023.

Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December

31, 2023, the Company’s disclosure controls and procedures were effective.

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

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

communication within the organization during 2023.

Specifically, (i) the Company held weekly meetings with its business units heads and

investor relations officers to identify and discuss information that may require public disclosure;

(ii) the Company’s management

required all business units to report information that may require public disclosure to the Company’s investor relations officers

(iii) the Company’s management consulted with the Company’s outside securities counsel to the extent they deemed

(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

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.

(b) Management’s Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer

and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles, and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot

provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

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 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 Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating

the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable level of assurance our

management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation as required by Rule 13a-15(d) under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and

procedures as of December 31, 2024.

Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that,

as of December 31, 2024, the Company’s disclosure controls and procedures were effective.

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 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 communication within the organization during 2024.

Specifically, (i) the

Company held weekly meetings with its business units heads and investor relations officers to identify and discuss information that

may require public disclosure;

(ii) the Company’s management required all business units to report information that may

require public disclosure to the Company’s investor relations officers immediately;

(iii) the Company’s management

consulted with the Company’s outside securities counsel to the extent they deemed necessary;

(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 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.

(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal

executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and

fairly reflect the transactions and dispositions of our assets;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures

are being made only in accordance with authorization of our management and directors;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial

reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from

human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting.

reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns

resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis

by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is

possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible for establishing

and maintaining adequate internal control over financial reporting for the company.

Management has used the framework set forth in

the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management is responsible

for establishing and maintaining adequate internal control over financial reporting for the company.

Management has used the framework

set forth in 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.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on such evaluation,

our CEO and CFO have concluded that, as of December 31, 2023, our internal controls over financial reporting were effective.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to the Dodd Frank Wall Street Reform and

Consumer Protection Act, which permits us to provide only management’s report in this annual report.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

on such evaluation, our CEO and CFO have concluded that, as of December 31, 2024, our internal controls over financial reporting were

This annual report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to the Dodd Frank Wall Street Reform and Consumer

Protection Act, which permits us to provide only management’s report in this annual report.

Other than as described in (b) above, there were

no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during

our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Other than as described in (b)

above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange

Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

(d) Attestation Report of the

Registered Public Accounting Firm

This Annual Report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting

company, the management’s report is not subject to attestation by our registered public accounting firm.

Other Information.

2 unchanged sentences

Not applicable.

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information

about our executive officers and directors as of the date of this Annual Report.

Directors, Executive Officers and Corporate

The following table sets forth certain information about

our executive officers and directors as of the date of this Annual Report.

Position/Title

Has served as company director since

Has served as company

director since

Chairman, Chief Executive Officer and Director

14 unchanged sentences

(2) Serves as a member of the Compensation Committee.

(3) Serves as a member of the Nominating and Corporate

Governance Committee.

Xiaobin Liu , Chaiman,Chief Executive

Officer and Director – Mr.

(3) Serves as a member of the Nominating and Corporate Governance Committee.

Xiaobin Liu , Chairman,Chief

Executive Officer and Director – Mr.

Liu has served as Chairman of the Board of Directors of the Company since November 2023.

26 unchanged sentences

to 1995, and the financial department of Shanxi Aircraft Manufacturing Company from 1988 to 1992.

Liu earned a master degree

from the Economic and Management School at Hong Kong City University.

Miao, Secretary, Chief Operating Officer and Director – Since January 2006, Mr.

Miao has served as Director

and Secretary and, since July 2009, Chief Operating officer， of the Company and he is in charge of sales, human resource

and business management.

Liu earned a master degree from

the Economic and Management School at Hong Kong City University.

Secretary, Chief Operating Officer and Director – Since January 2006, Mr.

Miao has served as Director and Secretary and,

since July 2009, Chief Operating officer ， of the Company 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.

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

He has served as Supervisor

of Chengdu Philosopher's Stone Culture Media Co.

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

LTD since August 2018.

Yibo Yang, director – Mr.

has served as a director of the Company since November 2023.

Yibo Yang, director –

Yang has served as a director of the Company since November 2023.

Yang has worked at Shouguang Haoyuan Chemical Co., Ltd.

since 2009 and

currently serves as the deputy general manager of Shouguang Haoyuan Chemical Co., Ltd.

Yang is a 18% shareholder of Shandong Haoyuan

Industrial Group.

2009 and currently serves as the deputy general manager of Shouguang Haoyuan Chemical Co., Ltd.

Yang is a 18% shareholder of Shandong

Haoyuan Industrial Group.

Since December 2020, Mr.

Yang has served as the deputy general manager of Shandong Haoyuan Industrial Group.

Since July 2023, Mr.

Yang has served as the executive director and the managing director for Shouguang City Yuxin Chemical Company Limited.

June 2023, Mr.

Since June 2023, Mr.

Yang has served as the supervisor of Shandong Caiting Lighting Technology Co., Ltd.

1 unchanged sentence

management from Shandong University of Technology.

Yang Zou , Independent Director

Yang Zou , Independent

Director – Mr.

Zou has served as a director of the Company since March 2011.

1 unchanged sentence

Accounting Firm (General Partnership) from July 1, 2017 to August 2018.

He is a Certified Public Accountant of China and holds

the certificate of Certified Internal Auditor.

He is a Certified Public Accountant of China and holds the certificate

of Certified Internal Auditor.

From March 2003 to September 2009, Mr.

Zou was chief financial officer of Bohua

Ziguang Zhiye Co., Ltd.

Zou was chief financial officer of Bohua Ziguang Zhiye Co., Ltd.

>From July 2001 to January 2003, Mr.

Zou was the audit department manager of financial center of Beijing

Hengji Weiye 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.

Zou was manager of finance and audit department of Zhonglian Online Information Development

From September 1993 to June 1999, Mr.

Zou had served as assistant auditor, auditor, and head of project audit of Hainan Zhongou

Certified Public Accountants Co., Ltd.

Zou was the audit department manager of financial center of Beijing Hengji Weiye 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.

Zou was manager of finance and audit department of Zhonglian Online Information Development Co., Ltd.

From September

1993 to June 1999, Mr.

Zou had served as assistant auditor, auditor, and head of project audit of Hainan Zhongou Certified Public Accountants

From July 1991 to August 1993, Mr.

Zou was an accountant of department of finance of Hunan Department

Store Co., Ltd.

Zou graduated from Beijing University with bachelor’s degree in finance.

Shitong Jiang, Independent Director – Mr.

Zou was an accountant of department of finance of Hunan Department Store Co., Ltd.

graduated from Beijing University with bachelor’s degree in finance.

Shitong Jiang, Independent

Director – Mr.

Jiang has served as a director of the Company since April 2008.

Jiang is Chief of the Shouguang City Audit Bureau, Shandong

Province, has been with the Audit bureau since 1990.

During his career at the Shouguang City Audit Bureau he has held multiple positions

including, Auditing Officer and Audit Section Deputy Chief.

The Shouguang City Audit Bureau is responsible for the independent audit supervision

of the affairs of the government.

Jiang is Chief of the Shouguang City Audit

Bureau, Shandong Province, has been with the Audit bureau since 1990.

During his career at the Shouguang City Audit Bureau he has held

multiple positions including, Auditing Officer and Audit Section Deputy Chief.

The Shouguang City Audit Bureau is responsible for the

independent audit supervision of the affairs of the government.

From 1987 to 1990 Mr.

Jiang attended Shandong Financial Institution.

Dongshan Wang, Independent Director – Mr.

Dongshan Wang, Independent

Director – Mr.

Yang has served as a director of the Company since November 2023.

Wang has served as the vice president and the chief financial officer

of Central China Headquarters of Anliang Holding Group since April 2018.

Wang is an International Certified Public accountant, and

he holds a national Chief accountant (CFO) qualification certificate.

Wang graduated from Zhengzhou College of Light Industry majored

in financial management in 1988.

Shengwei Ma , Independent Director

Wang has served as the vice president and

the chief financial officer of Central China Headquarters of Anliang Holding Group since April 2018.

Wang is an International Certified

Public accountant, and he holds a national Chief accountant (CFO) qualification certificate.

Wang graduated from Zhengzhou College

of Light Industry majored in financial management in 1988.

Shengwei Ma , Independent

Director – Mr.

Ma has served as a director of the Company since December 2019.

2 unchanged sentences

Ma holds a Senior Accountant Certificate.

from Central Broadcasting and Television University with bachelor’s degree in accounting in 2004.

Ma graduated from Central

Broadcasting and Television University with bachelor’s degree in accounting in 2004.

Executive Officers and Significant Employees

Min Li, Chief Financial Officer – was

appointed a director of the Company on October 30, 2007 and resigned from the position on June 22, 2009.

He has served as Chief

Financial Officer since December 2006 and as Chief Financial Officer for Shouguang City Haoyuan Chemical Company Limited.

Min Li, Chief Financial Officer

– was appointed a director of the Company on October 30, 2007 and resigned from the position on June 22, 2009.

He has served

as Chief Financial Officer since December 2006 and as Chief Financial Officer for Shouguang City Haoyuan Chemical Company Limited.

2004 to 2006, Mr.

Li served as Manager of Financial and Asset Management Department for Shouguang City Yuxin Chemical Company Limited.

>From 2000 to 2004, Mr.

Li served as Manager of the Accounting Department for the Yang Kou Branch of the China Construction Bank.

3 unchanged sentences

Family Relationships

There are no family relationships among our executive

officers, directors and significant employees.

There are no family relationships among our executive officers,

directors and significant employees.

Involvement in Certain Legal Proceedings

To the best of our knowledge, there have been

no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation

of the ability and integrity of any director, executive officer, promoter or control person of our Company during the past ten years.

To the best of our knowledge,

there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material

to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of our Company during the

past ten years.

Board of Directors

All directors hold office until the next annual

meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings

to serve for one-year terms.

All directors hold office until

the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the

annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the board of directors.

Our board of directors shall

hold meetings on at least a quarterly basis.

As a Nasdaq listed company, we comply with the

NASDAQ Listing Rules with respect to certain corporate governance matters.

As a smaller reporting company, under the NASDAQ rules we are

required to maintain a board of directors comprised of a majority of independent directors, and an audit committee of at least three members,

comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange Act of 1934.

of directors shall hold meetings on at least a quarterly basis.

As a Nasdaq listed company, we

comply with the NASDAQ Listing Rules with respect to certain corporate governance matters.

As a smaller reporting company, under the NASDAQ

rules we are required to maintain a board of directors comprised of a majority of independent directors, and an audit committee of at

least three members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange

Director Independence

The Board of Directors has determined that

Yang Zou, Shitong Jiang, Dongshan Wang and Shengwei Ma are independent under Rule 5605(a)(2) of the NASDAQ Listing Rules.

this determination, our board of directors considered the relationships that each of these non-employee directors has with us and

all other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under

applicable NASDAQ rules our independent directors will meet on a regular basis as often as necessary to fulfill their

responsibilities, including at least annually in executive session without the presence of non independent directors and management.

In addition, under applicable rules and regulations, and as determined by the Board, all of the members of the Audit, Compensation,

and Nominating and Corporate Governance Committees are “independent” directors.

The Board of Directors has determined

that Yang Zou, Shitong Jiang, Dongshan Wang and Shengwei Ma are independent under Rule 5605(a)(2) of the NASDAQ Listing Rules.

this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all

other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ

rules our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least

annually in executive session without the presence of non-independent directors and management.

In addition, under applicable rules and

regulations, and as determined by the Board, all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees

are “independent” directors.

Board Committees

Our board of directors has established standing

committees in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation Committee

and a Corporate Governance and Nominating Committee.

Our board of directors has established

standing committees in connection with the discharge of its responsibilities.

These committees include an Audit Committee, a Compensation

Committee and a Corporate Governance and Nominating Committee.

Our board of directors has adopted written charters for each of these committees.

3 unchanged sentences

Board Operations

The positions of principal executive officer and

Chairman of the Board of Company are held by different persons.

The Chairman of the Board chairs Board and stockholder meetings

and participates in preparing their agendas.

The Chairman of the Board also serves as a focal point for communication between

management and the Board between Board meetings, although there is no restriction on communication between directors and management.

Company believes that these arrangements afford the directors sufficient resources to supervise management effectively, without being

overly engaged in day-to-day operations.

The Board plays an active role, as well as the

independent committees, in overseeing the management of the Company’s risks.

The Board regularly reviews reports from members of

senior management and committees on areas of material risk to the Company, including operational, financial, legal, strategic and regulatory

Xiaobin Liu holds the positions of chief executive officer and chairman of the Board of the Company.

The Board believes that Mr.

services as both chief executive officer and chairman of the Board is in the best interest of the Company and its shareholders.

possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its industries and businesses

and is thus best positioned to develop agendas that ensure the Board’s time and attention are focused on the most critical matters

relating to the business of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances the

Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees

and customers.

Board has not designated a lead director.

Given the limited number of directors comprising the Board, the independent directors call and

plan their executive sessions collaboratively and, between meetings of the Board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance performance of their responsibilities as directors.

The Chairman of the Board chairs

Board and stockholder meetings and participates in preparing their agendas.

The Chairman of the Board also serves as a focal point for

communication between management and the Board between Board meetings, although there is no restriction on communication between directors

and management.

The Company believes that these arrangements afford the directors sufficient resources to supervise management effectively,

without being overly engaged in day-to-day operations.

The Board plays an active role,

as well as the independent committees, in overseeing the management of the Company’s risks.

The Board regularly reviews reports

from members of senior management and committees on areas of material risk to the Company, including operational, financial, legal, strategic

and regulatory risks.

Audit Committee

The Board of Directors has standing audit, compensation,

and nominating committees, comprised solely of independent directors.

Each committee has a charter, which is available at Company’s

website, www.gulfresourcesinc.com.

The Board of Directors has standing

audit, compensation, and nominating committees, comprised solely of independent directors.

Each committee has a charter, which is available

at Company’s website, www.gulfresourcesinc.com.

Audit Committee

The Audit Committee is responsible for reviewing

the results and scope of the audit, and other services provided by our independent auditors, and reviewing and evaluating our system

of internal controls.

Jiang is the Audit Committee Financial Expert as defined in Item 407(d)(5) of Regulation S-K promulgated under

the Securities Act, and the chair of the Audit Committee.

The Audit Committee is responsible

for reviewing the results and scope of the audit, and other services provided by our independent auditors, and reviewing and evaluating

our system of internal controls.

Jiang is the Audit Committee Financial Expert as defined in Item 407(d)(5) of Regulation S-K promulgated

under the Securities Act, and the chair of the Audit Committee.

Our Board of Directors has determined that Messrs.

Jiang, Zou and Ma are “independent

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.

Jiang, Zou and Ma are

“independent 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.

Compensation Committee

The Compensation Committee is responsible for

(a) reviewing and providing recommendations to the Board of Directors on matters relating to employee compensation and benefit plans,

and (b) assisting the Board in determining the compensation of the Chief Executive Officer and making recommendations to the Board with

respect to the compensation of the Chief Financial Officer, other executive officers of the Company and independent directors.

Dongshan Wang, Shitong Jiang and Shengwei Ma are members of the Compensation Committee.

The Compensation Committee operates under a written

The Compensation Committee is

responsible for (a) reviewing and providing recommendations to the Board of Directors on matters relating to employee compensation and

benefit plans, and (b) assisting the Board in determining the compensation of the Chief Executive Officer and making recommendations to

the Board with respect to the compensation of the Chief Financial Officer, other executive officers of the Company and independent directors.

Each of Dongshan Wang, Shitong Jiang and Shengwei Ma are members of the Compensation Committee.

The Compensation Committee operates under

a written charter.

Wang is the Chairman of Compensation Committee.

Nominating and Corporate Governance Committee

Our Board of Directors established a Nominating

and Corporate Governance Committee in June 2009.

The purpose of the Nominating and Corporate Governance Committee is to assist our Board

of Directors in identifying qualified individuals to become board members, in determining the composition of the Board of Directors and

in monitoring the process to assess board effectiveness.

Our Board of Directors established

a Nominating and Corporate Governance Committee in June 2009.

The purpose of the Nominating and Corporate Governance Committee is to assist

our Board of Directors in identifying qualified individuals to become board members, in determining the composition of the Board of Directors

and in monitoring the process to assess board effectiveness.

Each of Dongshan Wang, Shitong Jiang and Yang Zou are members of the Nominating

2 unchanged sentences

Chairman of Nominating and Corporate Governance Committee.

Material Changes to the Procedures by which

Security Holders May Recommend Nominees to the Board

We do not currently have a procedure by which

security holders may recommend nominees to the Board.

Material Changes to the Procedures by which Security

Holders May Recommend Nominees to the Board

We do not currently have a procedure by which security holders

may recommend nominees to the Board.

Director Qualifications

The Company seeks directors with established strong

professional reputations and experience in areas relevant to the strategy and operations of our businesses.

The Company also seeks directors

who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each

other in a constructive and collaborative fashion, in addition to the ability and commitment to devote time and energy to service on the

Board and its committees.

The Company seeks directors with

established strong professional reputations and experience in areas relevant to the strategy and operations of our businesses.

also seeks directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage

management and each other in a constructive and collaborative fashion, in addition to the ability and commitment to devote time and energy

to service on the Board and its committees.

We believe that all of our directors meet the foregoing qualifications.

The Nominating and Corporate Governance Committee

and the Board believe that the leadership skills and other experience of the Board members, as described below, provide the Company with

a range of perspectives and judgment necessary to guide our strategies and monitor their execution.

Xiaobin Liu was appointed as

Chief Executive Officer and Director on March 10, 2009, and as Chairman of the Board of Directors of the Company on November 30, 2023.

Liu has years of experience in capital markets, financial and business management, and strategic planning and development.

Miao Since January 2006, Mr.

The Nominating and Corporate Governance

Committee and the Board believe that the leadership skills and other experience of the Board members, as described below, provide the

Company with a range of perspectives and judgment necessary to guide our strategies and monitor their execution.

Liu was appointed as Chief Executive Officer and Director on March 10, 2009, and as Chairman of the Board of Directors of the Company

on November 30, 2023.

Liu has years of experience in capital markets, financial and business management, and strategic planning and

Naihui Miao Since January

Miao has served as Director, Secretary and Vice President of the Company.

He is in charge of sales,

human resource and business management.

Miao has years of experience in the chemical industry, business operations and management,

and strategic planning and development..

He is in charge of sales, human resource and business

Miao has years of experience in the chemical industry, business operations and management, and strategic planning and

development..

Yibo Yang was elected as a director on November

Yang has been in the chemical industry for more than ten years.

Yang is expected to contribute the Board’s vision for the

development of the Company.

Yang Zou was appointed as a Director

on March 2, 2011.

Zou has served as the Vice Director of Beijing Zhongtianhuamao Accounting Firm (General Partnership) since July 1,

Yang is expected to contribute the Board’s vision

for the development of the Company.

Yang Zou was appointed

as a Director on March 2, 2011.

Zou has served as the Vice Director of Beijing Zhongtianhuamao Accounting Firm (General Partnership)

since July 1, 2016.

He is a Certified Public Accountant and holds the certificate of Certified Internal Auditor.

Zou has extensive experience

in auditing and accounting related matters.

Shitong Jiang was appointed as a Director

on April 23, 2008.

Zou has extensive

experience in auditing and accounting related matters.

Shitong Jiang was appointed

as a Director on April 23, 2008.

Jiang is Chief of the Shouguang City Audit Bureau, Shandong Province.

He has been with the audit bureau

He has been with the audit

bureau since 1990.

Jiang has many years of auditing and management experience with PRC government departments.

Donghshan Wang was elected as a Director

of the Company, and joined the Compensation Committee and the Nominating and Corporate Governance Committee, on November 30,2023.

Donghshan Wang was elected

as a Director of the Company, and joined the Compensation Committee and the Nominating and Corporate Governance Committee, on November

Whang has vast experience in management, finance, and accounting related matters.

Shengwei Ma was appointed as a Director

on December 18, 2019.

Shengwei Ma was appointed

as a Director on December 18, 2019.

Ma holds a Senior Accountant Certificate.

Ma has extensive experience in financial, accounting and management

related matters.

Ma has extensive experience in financial, accounting

and management related matters.

Code of Ethics

The Board has adopted a code of ethics applicable

to Company’s directors, officers, and employees.

The Board has adopted a code of

ethics applicable to Company’s directors, officers, and employees.

The code of ethics is available at Company’s website, www.gulfresourcesinc.com.

Insider Trading Policy

We have adopted an Insider Trading

Policy (the “Insider Trading Policy”), which applies to all directors, officers, employees, independent contractors, and consultants

of the Company and its subsidiaries, as well as certain other persons.

The Insider Trading Policy is designed to promote compliance with

federal and state securities laws, rules and regulations and the applicable rules and regulations of Nasdaq, with respect to the

purchase, sale and/or disposition of the Company’s securities.

The Insider Trading Policy addresses the implementation of certain

trading blackout periods in the Company’s securities for Company insiders.

A copy of the Insider Trading Policy is filed as Exhibit

19 to this 2024 Form 10-K.

Board Meetings

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Nominating Committee

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 2023, all such reports were filed timely.

Board Diversity Matrix

The table below provides information regarding

certain diversity attributes of our directors as of the date of this Annual Report, with categories as set forth by Nasdaq Listing Rule

Board Diversity Matrix

Total Number of Directors:

Gender Identity

Did Not Disclose Gender

Demographic Background

African American or Black

Alaskan Native or American Indian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

We recognize the value of

diversity at the Board level and believe that our Board currently comprises an appropriate mix of background, diversity and expertise.

In particular, our directors, overall, have significant experience in a variety of industries and sectors, including, among others, the

chemical industry, the financial industry, and political operations.

Although we have no formal separate written policy, our Nominating

and Corporate Governance Committee is required under its charter to recommend nominees that ensure sufficient diversity of backgrounds

on our Board.

We believe that the diversity of our directors enriches our Board by encouraging fresh perspectives and bringing new and

valuable insights to the Board.

Directors or Executive Officers

involved in Bankruptcy or Criminal Proceedings

To our knowledge, during

the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Stockholder Communications

Stockholders can mail communications

to the Board, c/o CEO, Gulf Resources Inc., Level 11, Vegetable Building, Industrial

Park of the East City, Shouguang City, Shandong Province, 262700, the People’s Republic of China ,

who will forward the correspondence to each addressee.

Section 16(a) Beneficial Ownership Reporting Compliance

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.

Executive Compensation

Set forth below is information regarding the compensation

paid during the year ended December 31, 2022 and 2023 to our principal executive officer and principal financial officer, who are collectively

referred to as “named executive officers” elsewhere in this Annual Report.

FISCAL YEAR 2023 COMPENSATION TABLE

Name and Principal Position

Option Awards$(1)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

(1) Represents the dollar amount recognized for

financial statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB

ASC) 718 – “Compensation - Stock Compensation.”

Except as disclosed below under the caption “Compensation

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.

Our executive officers are reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf.

There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by

anyone other than our Board of Directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such

reimbursement is challenged.

Set forth below is information

regarding the compensation paid during the year ended December 31, 2023 and 2024 to our principal executive officer and principal financial

officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report.

FISCAL YEAR 2024 COMPENSATION

Name and Principal

Non-Equity Incentive Plan

Nonqualified Deferred Compensation

Compensation ($)

Represents the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards

Board Accounting Standards Codification (FASB ASC) 718 – “Compensation - Stock Compensation.”

Except as disclosed below under

the caption “Compensation 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.

Our executive officers are reimbursed by us for any out- of-pocket expenses incurred in connection

with activities conducted on our behalf.

There is no limit on the amount of these out-of-pocket expenses and there will be no review

of the reasonableness of such expenses by anyone other than our Board of Directors, which includes persons who may seek reimbursement,

or a court of competent jurisdiction if such reimbursement is challenged.

Grants of Plan-Based Awards

The Company granted 100,000 shares of our Common

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

YEAR 2023 GRANTS OF PLAN-BASED AWARDS

Future Payouts

The Company did not grant any shares

of our Common Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan, as amended, during

fiscal year 2024.

FISCAL YEAR 2023 GRANTS OF PLAN-BASED AWARDS

Estimated Future Payouts

Under Non-Equity

Incentive Plan Awards

Future Payouts

Estimated 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

Grant Date Fair Value of Stock

Stocks or Units

Underlying Options

Option Award($)

and Options ($)

Narrative Discussion

The following employment agreements were entered

into by the Company and the named executive officers:

The employment agreement for

Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2022 with a term of three years.

Xiaobin Liu is

also a member of the Board of Directors.

The following employment agreements were entered into by

the Company and the named executive officers:

The employment

agreement for Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2022 with a term of three years.

Liu is also a member of the Board of Directors.

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

Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2024 with a term of one year.

Pursuant to the agreement,

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

conditions and be compensated in the Company’s shares under the Company’s equity incentive plan.

The employment agreement for

Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2022 with a term of three years.

a member of the Board of Directors.

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

shares only under the Company’s equity incentive plan.

The employment

agreement for Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2025 with a term of one year.

to the agreement, Mr.

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

rate and market conditions and be compensated in the Company’s shares under the Company’s equity incentive plan.

The employment

agreement for Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2022 with a term of three years.

Miao is also a member of the Board of Directors.

Pursuant to the agreement, Mr.

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the Company’s equity incentive plan.

In addition, each of our named executive officers

is entitled to participate in any and all benefit plans from time to time, in effect for employees, along with vacation, sick and holiday

pay in accordance with policies established and in effect from time to time.

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,

2023, the following individuals would have been entitled to payments in the amounts set forth opposite to their name in the below table:

In addition, each of our named

executive officers is entitled to participate in any and all benefit plans from time to time, in effect for employees, along with vacation,

sick and holiday pay in accordance with policies established and in effect from time to time.

Potential payments upon termination

or change-in-control

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, 2024, the following individuals would have been entitled to payments in the amounts set forth opposite to their name in

the below table:

Recovery of Erroneously Awarded Compensation

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth, for each named

executive officer, information regarding unexercised stock options, unvested stock awards, and equity incentive plan awards outstanding

as of December 31, 2023.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR

The following table sets forth,

for each named executive officer, information regarding unexercised stock options, unvested stock awards, and equity incentive plan awards

outstanding as of December 31, 2024.

Policies and Practices for

Granting Certain Equity Awards

Our policies and practices regarding

the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity

of our executive compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to executives

and other eligible employees.

The timing of equity award grants

is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance

targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness

of our compensation packages.

In determining the timing and

terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants

are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent

the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel

and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to maintaining

transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the

disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The Company regularly reviews

its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to

serve the best interests of the Company and its shareholders.

OUTSTANDING EQUITY AWARDS AT 2024

FISCAL YEAR END

OPTION AWARDS

Number of Securities Underlying Unexercised Options

(#) Exercisable

Number of Securities Underlying Unexercised Options

Equity Incentive

Market or Payout

Value of Unearned

Number of Shares

Unearned Shares,

Shares, Units or

or Units of Stock

Units or Other

Other Rights That

That Have Not

Rights That Have

Have Not Vested

Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying

Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number 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 (#)

Equity Incentive Plan Awards:

Market or Payout Value

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

Not Vested (#)

Xiaobin Liu, CEO

Naihui Miao, COO

(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.

(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 2023.

FISCAL YEAR 2023 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 2024.

FISCAL YEAR 2024 OPTION EXERCISES

AND STOCK VESTED

OPTION AWARDS

Number of Shares Acquired on Exercise (#)

Number of Shares

Name Acquired on Exercise (#)

Value Realized on Exercise ($)

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)

Acquired on Vesting (#)

Value Realized onVesting ($)

Xiaobin Liu, CEO

Naihui Miao, COO

Compensation Committee Interlocks and Insider

Participation

We are a smaller reporting company as defined

by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Compensation Committee Interlocks and Insider Participation

We are a smaller reporting company as defined by Rule

12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Compensation of Directors

The following table sets forth information regarding

compensation of each director, excluding our executive directors, Xiaobin Liu and Naihui Miao, who do not receive compensation in their

capacity as executive directors, for fiscal year 2023.

The following table sets forth information regarding compensation

of each director, excluding our executive directors, Xiaobin Liu and Naihui Miao, who do not receive compensation in their capacity as

executive directors, for fiscal year 2024.

FISCAL YEAR 2024 DIRECTOR COMPENSATION

Fees Earned or Paid in Cash ($)

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation

Pension Value

Incentive Plan

($) Total ($)

Shitong Jiang

1 unchanged sentence

Dongshan Wang

(1) Represents the dollar amount recognized for

financial statement reporting purposes in accordance with FASB ASC 718 – “Compensation – Stock Compensation.”

Pursuant to the terms of their director agreements,

each of our independent directors, receive 1,000 shares of our restricted common stock on an annual basis.

The grant of restricted common

stock is contingent upon the director’s continued service with the Company.

We do not pay any cash compensation to the independent

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

The following table sets forth certain information regarding beneficial

ownership of Common Stock, as of the date of this annual report, by each of Company’s directors and executive officers;

all executive

officers and directors as a group, and each person known to Company to own beneficially more than 5% of Company’s Common Stock.

(1) Represents the dollar amount recognized for financial

statement reporting purposes in accordance with FASB ASC 718 – “Compensation – Stock Compensation.”

Pursuant to the terms of their

director agreements, each of our independent directors, receive 1,000 shares of our restricted common stock on an annual basis.

of restricted common stock is contingent upon the director’s continued service with the Company.

We do not pay any cash compensation

to the independent directors.

Certain Relationships and Related

It is our policy to not enter

any transaction (other than compensation arrangements in the ordinary course) with any director, executive officer, employee, or principal

stockholder or party related to them, unless authorized by a majority of the directors having no interest in the transaction, upon a favorable

recommendation by the Audit Committee (or a majority of its disinterested members).

Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information

regarding beneficial ownership of Common Stock, as of the date of this annual report, by each of Company’s directors and executive

all executive 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.

the date of this annual report, there were 10,726,924 shares of the Company’s Common Stock outstanding.

of the date of this annual report, there were 13,346,618 shares of the Company’s Common Stock outstanding.

Name of Beneficial Owner (1)

10 unchanged sentences

Shandong Haoyuan Industry Group Ltd.

_____________

* Less than 1%.

(1) The address of each director and executive

officer is c/o Gulf Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province,

262700, the People’s Republic of China.

(1) The address of each director and executive officer is c/o Gulf Resources, Inc., Level 11,

Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province, 262700, the People’s Republic of China.

(2) Consists of 138,115 shares held by each individual.

3 unchanged sentences

(6) Consists of 3,000 shares held by Mr.

(7) The address of the shareholder is c/o Gulf

Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province, 262700, the People’s

Republic of China.

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

(8) Consists of 634,770 shares owned by Ming Yang,

1,015,945 shares owned by Ms.

Wenxiang Yu, the wife of Mr.

(7) The address of the shareholder is c/o Gulf Resources, Inc., Level 11, Vegetable Building,

Industrial Park of the East City, Shouguang City, Shandong Province, 262700, the People’s Republic of China.

Chen Yang serves as

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

(8) Consists of 634,770 shares owned by Ming Yang, 1,015,945 shares owned by Ms.

the wife of Mr.

Yang, 334,960 shares owned by Mr.

Zhi Yang, Mr.

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

Certain Relationships and Related Transactions, Director

Yang disclaims beneficial ownership of the shares

owned by his wife and son.

Equity Compensation Plan Information

2019 Incentive Stock Plan

On December 18, 2019, the Company’s Annual General Meeting adopted

and approved the 2019 Omnibus Equity Incentive Plan of Gulf Resources, Inc.(the”2019 Plan”).

Under the 2019 Plan, the Company

has reserved a total of 2,068,398 shares of common stock for issuance as or under awards to be made to the directors, officers, employees

and/or consultants of the Company and its subsidiaries.

On November 30, 2021, the Company’s Annual General Meeting approved

to amend the 2019 Plan to increase the number of shares of common stock authorized for issuance under the plan by 900,000 shares.

As of December 31, 2024, there is no shares under the 2019 Plan have

been issued, and 561,801 shares remained for future issuance under the 2019 Plan.

Securities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2024, our 2019

Equity Incentive Plan was in effect.

The following table provides information as of December 31, 2024 about

our equity compensation plans and arrangements.

Number of securities

remaining available for

Number of securities to

Weighted-average

future issuance under

be issued upon exercise

exercise price of

equity compensation plans

of outstanding options,

outstanding options,

(excluding securities

Plan category

warrants and rights

reflected in column (a))

Equity compensation plans approved by security

Equity compensation plans not approved by

Certain Relationships and Related Transactions,

Our policy is that a contract or transaction either

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.

For details of the related transactions, see “Notes

to Consolidated Financial Statements, Note 9 – Related Party Transactions” contained in this Annual Report.

Director Independence

Certain Relationships and Related Transactions

Our policy is that a contract

or transaction either 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.

We had not entered into any transactions

with any related person had or will have a direct or indirect material interest (other than compensation described under "Executive

Compensation") and the amount involved exceeded or exceeds the lesser of $120,000 and 1% of the average of our total assets at December

31, 2023 and 2024.

Procedures for Approval of Related Party Transactions

Our Board of Directors is charged with reviewing

and approving all potential related party transaction whether or not such transactions exceed $120,000.

We have not adopted other procedures

for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Our Board of Directors is charged

with reviewing and approving all potential related party transaction whether or not such transactions exceed $120,000.

We have not adopted

other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

Director Independence

The Board has determined that

Yang Zou, Shengwei Ma, Shitong Jiang and Dongshan Wang are “independent” under the current independence standards of Rule

5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, LLC and meet the criteria set forth in Rule 10A(m)(3) under the U.S.

Exchange Act of 1934, as amended.

Principal Accounting Fees and Services

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20, Jingang Avenue, Nansha District, Guangzhou, Guangdong , PCAOB Auditor

The aggregate fees billed to the Company by its

principal accountant for the last two fiscal years were as follows:

The aggregate fees billed to the Company by its principal

accountant for the last two fiscal years were as follows:

Audit Related Fees

All Other Fees

This category

consists of fees for the audit of our annual financial statements, review of the financial statements included in our quarterly reports

on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory and

regulatory filings or engagements for those fiscal years.

This category consists of fees for the audit of

our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and services that are

normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements

for those fiscal years.

This category consists of fees

for the audit of our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and

services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings

or engagements for those fiscal years.

This category consists of fees

for the audit of our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and

services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings

or engagements for those fiscal years.

Audit-Related Fees

This category consists of services by our independent

auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above

under Audit Fees.

This category consists of services

by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are

not reported above under Audit Fees.

This category includes accounting consultations on transaction and proposed transaction related matters.

no such fees incurred by the Company in the years ended December 31, 2023 and 2022.

The tax fee of $nil and $5,500 relate to tax compliance

There were no such fees incurred by the Company in the years ended December 31, 2024 and 2023.

The tax fee of $5,500 and $5,500 relate to tax compliance

services rendered in each of the years ended December 31, 2024 and 2023.

2 unchanged sentences

Pre-Approval of Services

The Audit Committee appoints the independent accountant

each year and pre-approves the audit services.

The Audit Committee chair is authorized to pre-approve specified non-audit services

for fees not exceeding specified amounts, if he promptly advises the other Audit Committee members of such approval.

The Audit Committee appoints the

independent accountant each year and pre-approves the audit services.

The Audit Committee chair is authorized to pre-approve specified

non-audit services for fees not exceeding specified amounts, if he promptly advises the other Audit Committee members of such approval.

Exhibits and Financial Statement Schedules.

(a) Financial Statements and Schedules

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.

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.

(1) 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.

(2) 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

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

20 unchanged sentences

Ltd and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.5 to the Registrant’s current report on Form 8-K, filed on July 2, 2024.

10.10 Amendment to Crude Salt Field Acquisition Agreement dated as of June 26, 2024, by and between Shouguang Hengde Salt Industry Co.

Ltd and Shouguang Qingshuibo Farm Co., LTD., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

10.11 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co.

Ltd and Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

10.12 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co.

Ltd and Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

10.13 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co.

Ltd and Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.4 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

10.14 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co.

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

16.1 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.

16.2 Letter from WWC, P.C., dated April 16, 2024, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K, filed on April 16, 2024.

Insider Trading Policy.

21.1 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.

Consent of WWC, P.C.

Certified Public Accountants, an independent registered public accounting firm.*

23.1 Consent of GGF CPA LIMITED, Certified Public Accountants, an independent registered public accounting firm.*

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy*

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)*

97.1 Clawback Policy, incorporated by reference to Exhibit 97.1 to the Registrant’s annual report on Form 10-K, filed on September 27, 2024.

104 Cover Page

Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)*

* Filed herewith.

1 unchanged sentence

Not applicable.

Pursuant to the requirements of Section 13 or 15(d)

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

September 27, 2024

Pursuant to the requirements of

Section 13 or 15(d) of the Securities and Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned

thereunto duly authorized.

April 11,2025

/s/ Xiaobin Liu

1 unchanged sentence

Chief Financial Officer

Pursuant to the requirements of the Securities

and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities and

on the dates indicated.

Pursuant to the requirements of the

Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities

and on the dates indicated.

/s/ Xiaobin Liu

September 27, 2024

April 11,2025

Chief Executive Officer and Director

September 27, 2024

Chief Financial Officer

April 11,2025

/s/ Yibo Yang

September 27, 2024

Chief Financial Officer

April 11,2025

/s/ Naihui Miao

September 27, 2024

April 11,2025

/s/ Dongshan Wang

September 27, 2024

April 11,2025

Dongshan Wang

September 27, 2024

April 11,2025

/s/ Sheng Wei Ma

September 27, 2024

April 11,2025

/s/ Shi Tong Jiang

September 27, 2024

April 11,2025

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