Item 1. Financial Statements
Item 1. Financial Statements
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
(UNAUDITED)
September 30, 2025
Unaudited
December 31, 2024
Audited
Current Assets
Cash
$ 5,820,083
$ 10,075,162
Accounts receivable ,net
3,422,564
564,523
Inventories, net
482,712
315,371
Prepayments and deposits
5,916,171
6,376,656
Amount due from related parties
25,333
25,040
Other receivable
2,222
94,074
Total Current Assets
15,669,085
17,450,826
Non-Current Assets
Property, plant and equipment, net
109,911,438
136,143,177
Finance lease right-of use assets
73,959
76,868
Operating lease right-of-use assets
5,847,348
6,169,855
Prepaid land leases, net of current portion
405,717
9,615,269
Deferred tax assets ,net
—
—
Total non-current assets
116,238,462
152,005,169
Total Assets
$ 131,907,547
$ 169,455,995
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses
$ 12,183,011
$ 14,323,458
Accrued liabilities
968,113
—
Taxes payable-current
635,558
113,999
Amount due to related parties
2,597,963
2,584,808
Finance lease liability, current portion
208,212
217,743
Operating lease liabilities, current portion
518,214
491,850
Total Current Liabilities
17,111,071
17,731,858
Non-Current Liabilities
Finance lease liability, net of current portion
898,504
1,075,865
Operating lease liabilities, net of current portion
6,436,276
6,941,602
Total Non-Current Liabilities
7,334,780
8,017,467
Total Liabilities
$ 24,445,851
$ 25,749,325
Commitment and Loss Contingencies
$ —
$ —
Stockholders’ Equity
PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding
$ —
$ —
COMMON STOCK; $ 0.0005 par value; 80,000,000 shares authorized; 1,382,114 and 1,120,145 shares issued; and 1,353,531 and 1,091,562 shares outstanding as of September 30, 2025 and December 31, 2024, respectively (1)
691
560
Treasury stock; 28,583 shares as of September 30, 2025 and December 31, 2024 at cost
( 1,372,673 )
( 1,372,673 )
Additional paid-in capital
105,192,535
101,712,325
Share to be issued
—
194,700
Retained earnings unappropriated
( 3,708,985 )
37,358,804
Retained earnings appropriated
26,667,097
26,667,097
Accumulated other comprehensive loss
( 19,316,969 )
( 20,854,143 )
Total Stockholders’ Equity
107,461,696
143,706,670
Total Liabilities and Stockholders’ Equity
$ 131,907,547
$ 169,455,995
(1) The shares and per
share data are presented on a retroactive basis to reflect the stock split.
See accompanying notes to the condensed consolidated financial statements.
1
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE
LOSS
(Expressed in U.S. dollars)
(UNAUDITED)
Three-Month Period Ended September 30,
Nine -Month Period Ended September 30,
2025
2024
2025
2024
NET REVENUE
$ 9,044,581
$ 2,242,365
$ 18,992,813
$ 5,932,596
OPERATING COSTS AND EXPENSES
Cost of net revenue
( 7,996,785 )
( 4,071,616 )
( 16,948,185 )
( 11,303,519 )
Sales and marketing expenses
( 16,013 )
( 13,484 )
( 35,868 )
( 31,608 )
Direct labor and factory overheads incurred during plant shutdown
( 580,178 )
( 1,736,345 )
( 4,533,760 )
( 7,185,537 )
General and administrative expenses
( 785,533 )
( 1,002,529 )
( 3,169,821 )
( 2,409,957 )
TOTAL OPERATING COSTS AND EXPENSE
( 9,378,509 )
( 6,823,974 )
( 24,687,634 )
( 20,930,621 )
LOSS FROM OPERATIONS
( 333,928 )
( 4,581,609 )
( 5,694,821 )
( 14,998,025 )
OTHER INCOME (EXPENSE)
Interest expense
( 18,184 )
( 21,191 )
( 61,580 )
( 70,835 )
Interest income
978
6,220
5,202
77,071
Other expense, net
( 3,521,613 )
—
( 3,524,825 )
( 4,003 )
Loss on disposal of long-lived assets
( 2,008,853 )
—
( 2,008,853 )
( 29,169,008 )
Impairment of long-lived assets
( 29,782,912 )
—
( 29,782,912 )
—
LOSS BEFORE TAXES
( 35,664,512 )
( 4,596,580 )
( 41,067,789 )
( 44,164,800 )
INCOME TAX BENEFIT (EXPENSE)
—
1,103,697
—
3,581,867
NET LOSS
$ ( 35,664,512 )
$ ( 3,492,883 )
$ ( 41,067,789 )
$ ( 40,582,933 )
COMPREHENSIVE LOSS
NET LOSS
$ ( 35,664,512 )
$ ( 3,492,883 )
$ ( 41,067,789 )
$ ( 40,582,933 )
OTHER COMPREHENSIVE (LOSS) INCOME
- Foreign currency translation adjustments
911,383
3,102,876
1,537,174
1,859,755
TOTAL COMPREHENSIVE LOSS
$ ( 34,753,129 )
$ ( 390,007 )
$ ( 39,530,615 )
$ ( 38,723,178 )
BASIC AND DILUTED LOSS PER SHARE(1):
$ ( 26.35 )
$ ( 3.20 )
$ ( 31.62 )
$ ( 37.18 )
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES(1):
1,353,532
1,091,562
1,298,766
1,091,562
(1) The shares and per share data are presented on a retroactive basis
to reflect the stock split.
See accompanying notes to the condensed consolidated financial statements.
2
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
paid-in
earnings
earnings
comprehensive
issued(1)
outstanding(1)
stock(1)
Amount(1)
stock(1)
capital(1)
unappropriated
appropriated
Income(loss)
Total
BALANCE AT JUNE 30, 2025 (Unaudited)
1,382,114
1,353,531
28,583
691
( 1,372,673 )
105,192,535
$ 31,955,527
$ 26,667,097
$ ( 20,228,352 )
$ 142,214,825
Translation adjustment
—
—
—
—
—
—
—
—
911,383
911,383
Net loss for three-month period ended September 30, 2025
—
—
—
—
—
—
( 35,664,512 )
—
—
( 35,664,512 )
BALANCE AT SEPTEMBER 30, 2025 (Unaudited)
1,382,114
1,353,531
28,583
691
( 1,372,673 )
105,192,535
$ ( 3,708,985 )
$ 26,667,097
$ ( 19,316,969 )
$ 107,461,696
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
paid-in
earnings
earnings
comprehensive
issued(1)
outstanding(1)
stock(1)
Amount(1)
stock(1)
capital(1)
unappropriated
appropriated
Income(loss)
Total
BALANCE AT JUNE 30, 2024 (Unaudited)
1,120,145
1,091,562
28,583
560
( 1,372,673 )
101,712,325
$ 59,204,206
$ 26,667,097
$ ( 19,296,390 )
$ 166,915,125
Translation adjustment
—
—
—
—
—
—
—
—
3,102,876
3,102,876
Net income for three-month period ended September 30, 2024
—
—
—
—
—
—
( 3,492,883 )
—
—
( 3,492,883 )
BALANCE AT SEPTEMBER 30, 2024 (Unaudited)
1,120,145
1,091,562
28,583
560
( 1,372,673 )
101,712,325
$ 55,711,323
$ 26,667,097
$ ( 16,193,514 )
$ 166,525,118
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
Share to be
paid-in
earnings
earnings
comprehensive
issued(1)
outstanding(1)
stock(1)
Amount(1)
stock(1)
issued(1)
capital(1)
unappropriated
appropriated
Income(loss)
Total
BALANCE AT DECEMBER 31, 2024 (Audited)
1,120,145
1,091,562
28,583
560
( 1,372,673 )
194,700
101,712,325
$ 37,358,804
$ 26,667,097
$ ( 20,854,143 )
$ 143,706,670
Restricted shares issued for services
56,000
56,000
—
28
—
( 194,700 )
390,772
—
—
—
196,100
Acquisition of Assets
205,969
205,969
—
103
—
—
3,089,438
—
—
—
3,089,541
Currency translation adjustment
—
—
—
—
—
—
—
—
—
1,537,174
1,537,174
Net loss for nine-month period ended September 30, 2025
—
—
—
—
—
—
—
( 41,067,789 )
—
—
( 41,067,789 )
BALANCE AT September 30, 2025(Unaudited)
1,382,114
1,353,531
28,583
691
( 1,372,673 )
—
105,192,535
$ ( 3,708,985 )
$ 26,667,097
$ ( 19,316,969 )
$ 107,461,696
Common stock
Accumulated
Number
Number
Number
Additional
Retained
Retained
other
of shares
of shares
of treasury
Treasury
paid-in
earnings
earnings
comprehensive
issued(1)
outstanding(1)
stock(1)
Amount(1)
stock(1)
capital(1)
unappropriated
appropriated
Income(loss)
Total
BALANCE AT DECEMBER 31, 2023 (Audited)
1,120,145
1,091,562
28,583
560
( 1,372,673 )
101,712,325
$ 96,294,256
$ 26,667,097
$ ( 18,053,269 )
$ 205,248,296
Translation adjustment
—
—
—
—
—
—
—
—
1,859,755
1,859,755
Net loss for nine-month period ended September 30, 2024
—
—
—
—
—
—
( 40,582,933 )
—
—
( 40,582,933 )
BALANCE AT SEPTEMBER 30, 2024(Unaudited)
1,120,145
1,091,562
28,583
560
( 1,372,673 )
101,712,325
$ 55,711,323
$ 26,667,097
$ ( 16,193,514 )
$ 166,525,118
(1) The shares and per share data
are presented on a retroactive basis to reflect the stock split.
See accompanying notes to the condensed consolidated financial statements.
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings Unappropriated
Accumulated Other Comprehensive Income (Loss)
Share to be Issued
3
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)
Nine-Month Period Ended September 30,
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss
$ ( 41,067,789 )
$ ( 40,582,933 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization on capital lease
61,580
70,835
Depreciation and amortization
11,749,130
14,037,554
Deferred tax asset
—
( 3,615,091 )
Amortization of right-of-use asset
654,450
659,509
Stock-based compensation expense
196,100
—
Loss on disposal of long-lived assets
2,008,853
29,169,008
Impairment of long-lived assets
29,782,912
—
Accrued Liabilities
3,521,613
—
Changes in assets and liabilities:
Accounts receivable
( 2,827,988 )
3,677,653
Inventories
( 162,301 )
153,371
Prepayments and deposits
530,803
171,305
Advance from customers
—
( 42,545 )
Other receivables
91,867
( 86,423 )
Accounts and Other payable and accrued expenses
343,741
( 2,685,766 )
Amount due to related Parties
—
—
Taxes payable
515,947
( 330,299 )
Operating lease
( 824,305 )
( 889,641 )
Net cash provided by (used in) operating activities
4,574,613
( 293,463 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
( 8,673,384 )
( 60,526,213 )
Net cash used in investing activities
( 8,673,384 )
( 60,526,213 )
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of finance lease obligation
( 260,997 )
( 264,094 )
Net cash used in financing activities
( 260,997 )
( 264,094 )
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
104,689
97,369
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 4,255,079 )
( 60,986,401 )
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
10,075,162
72,223,894
CASH AND CASH EQUIVALENTS - END OF PERIOD
$ 5,820,083
$ 11,237,493
Periods Ended September 30,
2025
2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the nine-month period ended September 30, 2025 for:
Paid for taxes
$ 1,662,154
$ 1,013,382
Interest on finance lease obligation
$ 61,580
$ 70,835
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed consolidated financial statements.
4
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
(a) Basis
of Presentation and Consolidation
The accompanying unaudited consolidated financial
statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively,
the “Company”).
The consolidated financial statements
include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in
the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong
(“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of
Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”), Daying County Haoyuan Chemical Company Limited
(“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd.
(“SHSI”) . All material intercompany transactions have been eliminated on consolidation.
(b) Going Concern Consideration
The consolidated financial statements are prepared on the going concern
basis, meaning that the enterprise is expected to realize the assets and settle the liabilities through normal business operations. However,
the going concern of the enterprise relies on many factors, such as profitable operations, generating operating cash flows, obtaining
financing, etc.
The company assesses its liquidity by monitoring cash and cash equivalents,
as well as operating and capital expenditure commitments. As of September 30, 2025, the Company had
current assets of $ 15.67 million and current liabilities of $ 17.11 million. As a result, the deficit was $ 1.44 million,
and it has suffered losses for the nine months ended by September 30, 2025. If it is unable to raise
additional funds, it may need to take measures such as cutting administrative and operational cost and save funds.
If there are significant doubts regarding the company's ability to
continue operations, the company is attempting to alleviate such concerns through measures such as controlling operating expenses, shifting
business focus to revenue-generating activities, obtaining authorization from domestic banks and other financial institutions, and seeking
equity or debt financing. Additionally, the company will also obtain financial support commitments from related parties. However, these
situations still pose significant doubts regarding the company's ability to continue operations. The financial statements do not consider
the potential impact on the recoverability of assets, classification, and amounts and classification of liabilities if the company is
unable to continue operations.
(c)
Nature of Business
The Company manufactures and trades bromine through
its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures and trades crude salt
through its wholly-owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing
industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”)
in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine
resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation in January 2019 but has temporarily
suspended production insince May 2019 as required by the government to obtain project approval (see Note 1 (b)(iii)).
(i) Bromine and Crude Salt Segments
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 passed inspection and could resume operations.
In April 2019, Factory No.1, and Factory No.7 resumed operation.
On November 25, 2019, the government of Shouguang City issued a notice
ordering all bromine facilities in Shouguang City, including the Company’s bromine facilities, including Factory No. 1 and Factory
No. 7, to temporarily stop production from December 16, 2019 to February 10, 2020. Subsequently, due to the coronavirus outbreak in China,
the local government ordered those bromine facilities to postpone the commencement of production. Subsequently, the Company received an
approval dated February 27, 2020 issued by the local governmental authority allowing the Company to resume production after the winter
temporary closure. Further, the Company received another approval from the Shouguang Yangkou People’s Government dated March 5,
2020 allowing the Company 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 (the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced
trial production in mid March 2020 and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production
on May 6, 2020. The Company received verbal notification from the government regarding Factory No. 8, allowing it to recommence production
in August 2022. Factory No. 8 began contributing revenue in the fourth quarter 2022.
The Company is still waiting for governmental approval for Factories
No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for
prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement
of operations of these factories to satisfy the local government's requirements.
In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary,
was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new
government policy that required bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the
separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of this subsidiary has resulting
in a reallocation of costs between bromine and crude salt.
(ii) Chemical Segment
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 to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”).
This was because the two plants were located in a residential area and their production activities impacted the living environment of
the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production
and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises
which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.
In December 2017, the Company secured from the
government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction
design draft and other related documents to the local authorities for approval. In January 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 and basically completed
the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the
electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production
at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced
management that the electricity restrictions were eased. Accordingly, the Company contacted its suppliers and expect to have the remainder
of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.
The Company believes the relocation process will
cost approximately $ 69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related
to the design of the new chemical factory, and progress payment and deposit for the construction of the new factory building in the amount
of $ 45,584,344 and $ 45,584,344 , which were recorded in the prepaid land leases and property, plant and equipment in the consolidated balance
sheets as of September 30, 2025 and December 31, 2024. The Company does not believe the delay in opening the factory will materially
impact the overall cost of the project.
(iii) Natural Gas Segment
In January 2017, the Company completed the first
brine water and natural gas well field construction in Daying located in Sichuan Province, China, 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 the governmental planning has
been finalized.
(d) Use of Estimates
The Company’s 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. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most
significant accounting estimates with regard to these consolidated financial statements that require the most significant and
subjective judgments include, but are not limited to, useful lives of property, plant and equipment, recoverability of long-lived
assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence,
allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets,
and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these
estimates under different assumptions or conditions.
(e) Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly
liquid investments with original maturities of three months or less. Because of short maturity of these investments, the carrying
amounts approximate their fair values.
(f) Allowance
for Doubtful Accounts
We make estimates of the uncollectibility of accounts
receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current
economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations
are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts
receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different
judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.
(g) Concentration
of Credit Risk
The Company is exposed to credit risk in the normal course of business,
primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents
are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company
Limited, Bank of China Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $ 5,820,083 and
$ 10,075,162 with these institutions as of September 30, 2025 and December 31, 2024, respectively. The Company has not
experienced any losses in such accounts in the PRC.
Concentrations of credit risk with respect to accounts receivable exists
as the Company sells a substantial portion of its products to a limited number of customers. However, such concentrations of credit risks
are limited since the Company performs ongoing credit evaluations of its customers’ financial condition and extends credit terms
as and when appropriate.
5
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(h) Property,
Plant and Equipment
Property, plant and equipment are stated at cost
less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment
of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line method at
rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance
costs are expensed as incurred.
Mineral rights are recorded at cost less accumulated
depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under
the units of production method, whichever is shorter.
Construction in process primarily represents direct
costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment
upon completion and depreciation will commence when the completed assets are placed in service.
The Company’s depreciation and amortization
policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:
Basis of Presentation and Summary of
Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Life
Minimum
Maximum
Useful life
(in years)
Buildings (including salt pans)
8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)
3 - 8
Motor vehicles Motor Vehicles
5
Furniture, fixtures and equipment
3 - 8
Property, plant and equipment under the finance
lease are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease.
Producing oil and gas properties are depreciated
on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production
directly attributed to designate oil and gas properties are depreciated based on the proved developed reserves of the respective oil and
gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are
depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are
not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation.
(i) Retirement
Benefits
Pursuant to the relevant laws and regulations
in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization.
The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions
under the retirement plans are charged to the condensed consolidated statement of loss on an accrual basis when they are due. The Company’s
contributions totaled $ 121,872 and $ 99,035 for the three-month period ended September 30, 2025 and 2024, respectively, and totaled $ 418,457
and $ 322,448 for the nine-month period ended September 30, 2025 and 2024, respectively.
(j) Revenue
Recognition
Net revenue is net of discount and value added
tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods
is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in
exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred.
Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement
of receipt of goods. Revenue from contracts with customers is disaggregated in Note 18.
6
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(k) Recoverability
of Long-lived Assets
In accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35 “Impairment or Disposal of Long-lived
Assets” , long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate.
The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.
The Company determines the existence of such impairment
by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount
of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the
discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such
assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold
or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to
their estimated salvage value in connection with the decision to dispose of such assets.
For the three-month and nine-month periods ending September 30, 2025,
the impairment of the company's long-term assets was $ 29,782,912 . For the three-month and nine-month periods ending September 30, 2024, there
was no impairment of the company's long-term assets.
(l) Basic
and Diluted Earnings per Share of Common Stock
Basic earnings per common share are based
on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted
average number of common shares plus dilutive common share equivalents outstanding during the period. Potential common shares that would
have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding
stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from
the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the nine-month periods ended September 30,
2025 and 2024, respectively.
Because the Company reported a net loss
for the nine-month periods ended September 30, 2025 and 2024, common stock equivalents including stock options and warrants were anti-dilutive,
therefore the amounts reported for basic and diluted loss per share were the same.
7
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(m) Reporting
Currency and Translation
The financial statements of the Company’s
foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional
currency and reporting currency of the Company is the United States dollar (“USD” or “$”).
As such, the Company uses the “current rate
method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”.
The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date.
The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s
PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive loss. The statement of loss and
comprehensive loss is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies
other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expense.
The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for
the acquisition of business which is translated at historical rates.
(n) Foreign
Operations
All of the Company’s operations and assets
are located in PRC. The Company may be adversely affected by possible political or economic events in this country. The
effect of these factors cannot be accurately predicted.
(o) Inventories .
Inventories are stated at the lower of cost, determined
on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct
labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete
and selling expenses.
(p) Leases
The Company determines if an arrangement is a
lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities
in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated
balance sheets.
ROU assets represent the Company’s right
to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising
from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value
of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily
determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company does not recognize operating lease
ROU assets and liabilities arising from lease arrangements with lease term of twelve months or less.
(q) Stock-based Compensation
Stock-based awards issued to employees are recorded
at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized
as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee
stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the
good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments
have been satisfied.
The Company has elected to account for the forfeiture
of stock-based awards as they occur.
(r) Loss
Contingencies
The Company accrues for loss contingencies relating
to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when
such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s
judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information
become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of
loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates .
(s) Income
Tax
The Company accounts for income taxes in accordance
with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under
this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax
basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using
tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized
or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than
not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides
criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax
position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical
merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income
tax in the consolidated statement of income (loss).
(t) New
Accounting Pronouncements
Recent accounting pronouncements adopted
There were no recent accounting pronouncements adopted during the nine
months ended September 30, 2025.
Recently Issued Accounting Pronouncements Not
Yet Adopted
There were no recently issued accounting pronouncements not yet adopted
during the nine months ended September 30, 2025.
(u) Fair Value Measurement
The Company applies Accounting Standards Codification
(“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring
fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price
that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly
transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy of valuation
techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level 1 inputs to the valuation methodology are
quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include
quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable
for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are
unobservable and significant to the fair value.
The carrying amounts of the Company’s financial
instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash,
accounts receivable, amounts due to related parties, accounts payable and other current payables. There were no material unrecognized
financial assets and liabilities as of September 30, 2025 and 2024.
The Company determines the fair value with
the help from independent third party professional valuation specialists, and the assumptions used in estimating fair value require
significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value.
There are Base land price coefficient correction method and market comparison method for Prepaid land leases, and cost method for
Property, Plant and equipment are used in the valuation, which are all classified in Level 3 of the valuation hierarchy.
The following table presents the Company’s
assets measured at fair value on a non-recurring basis for the years ended September 30, 2025:
Basis of Presentation and Consolidation - Fair Value Assets
Measured on Non-Recurring Basis
Level 3
Fair Value Measurement Non-Recurring
Fair Value Measurements at Reporting Date Using
Description
Fair Value
as of
September 30,2025
US$
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
US$
Significant
Other
Observable
Inputs
(Level 2)
US$
Significant
Unobservable
Inputs
(Level 3)
US$
Total Gain(Loss)
for
the Year
Ended
September 30,2025
US$
As of September 30, 2025
Prepaid land leases
2,297,061
—
—
2,297,061
6,991,921
As of September 30, 2025
Property, Plant and equipment
2,283,831
—
—
2,283,831
22,790,991
8
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 2 – ACCOUNTS RECEIVABLE, NET
Accounts receivable net consist of:
September 30,
2025
December 31,
2024
Accounts receivable
$ 3,452,624
$ 594,234
Allowance for doubtful debt
( 30,060 )
( 29,711 )
Accounts receivable, net
$ 3,422,564
$ 564,523
The overall accounts receivable balance as of
September 30, 2025 increased by $ 2,858,041 , as compared to those of December 31, 2024. The increase was due to the rise in sales. 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 customer.
NOTE 3 – INVENTORIES
Inventories consist of:
Inventories - Schedule of Inventories, Current
September 30,
2025
December 31,
2024
Raw materials
$ 30,870
$ 10,610
Finished goods
451,842
1,545,521
Less: impairment
—
( 1,240,760 )
Inventory, net
$ 482,712
$ 315,371
The Company recorded impairment charges for slow moving inventory in
the amounts of nil and $ 989,035 for the years ended September 30, 2025 and December 31, 2024.
NOTE 4 – PREPAYMENTS AND DEPOSITS, NET
Prepayments and deposits consisted of the following:
Prepayments and
Deposits, Net - Schedule of Prepayments and Deposits, Net
September 30,
2025
December 31, 2024
Prepayments and deposits
$ 7,583,940
$ 8,025,110
Provision for impairment
( 1,667,769 )
( 1,648,454 )
Prepayments and deposits, net
$ 5,916,171
$ 6,376,656
As of September 30, 2025, the total amount of advance payments and
deposits recorded by the company, net of impairment provisions was $ 5,916,171 .
NOTE 5 – PREPAID LAND LEASES
The Company has the rights to use certain parcels
of land located in Shouguang, Shandong, PRC, through lease agreements signed with local townships or the government authority. The production
facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten to fifty years. Some of
the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases
have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the
new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight line basis. As of January 1,
2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”).
See Note 8.
In December 2017, the Company paid a one lump sum upfront amount of
$ 8,883,165 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”) for the new chemical
factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating lease prior
to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12, 2069. The
amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of September 30 2025 and
December 31, 2024. As of September 30, 2025, the prepaid land lease increased to $ 9,242,933 due to an additional amount paid for stamp
duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is completed and
placed in service.
The above leased-land had done the impairment of
$ 6,991,921
based on the independent third party evaluation report , and further been auctioned by the court due to the compulsory execution
related to litigation. Please see note 16 for more details.
9
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
Property, Plant and Equipment, Net - Schedule of Property, Plant
and Equipment, Net
September 30,
2025
December 31,
2024
At cost:
Mineral rights
$ 2,714,318
$ 2,682,882
Buildings
76,562,769
68,476,868
Plant and machinery
123,824,882
143,839,420
Furniture, fixtures and office equipment
1,451,905
1,435,090
Motor vehicles
125,670
124,215
Construction in process
—
10,155,642
Total
204,679,544
226,714,117
Less: Accumulated depreciation and amortization
( 94,768,106 )
( 83,826,560 )
Impairment
—
( 6,744,380 )
Net book value
$ 109,911,438
$ 136,143,177
The Company has certain buildings and salt
pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships or the
government authority. The Company has not been able to obtain property ownership certificates over these buildings and salt pans.
The aggregate carrying values of these properties situated on parcels of the land are $ 57,674,442
and $ 50,219,026
as at September 30, 2025 and December 31, 2024, respectively. The increase in this amount is
mainly due to the renovation project of crude salt pans.
During the three-month period ended September 30, 2025, depreciation
and amortization expense totaled $ 3,747,191 ,of which $ 353,924 , $ 193,767 and $ 3,199,500 were recorded in direct labor and factory overheads
incurred during plant shutdown , administrative expenses and cost of net
revenue . During the nine-month period ended September 30, 2025 , depreciation
and amortization expense totaled $ 11,735,615 of which $ 3,253,978 , $ 1,174,875 and $ 7,306,762 were recorded in direct labor and factory
overheads incurred during plant shutdown , administrative expenses and
cost of net revenue .
During the three-month period ended September 30, 2024,
depreciation and amortization expense totaled $ 4,522,525 ,
of which $ 1,211,694 , $ 203,244 and $ 3,107,587 were recorded in direct labor and factory overheads incurred during plant shutdown ,
administrative expenses and cost of net revenue . During the
nine-month period ended September 30, 2024 , depreciation and
amortization expense totaled $ 13,980,751 of which $ 5,601,791 , $ 605,945 and $ 7,773,015 were recorded in direct labor and factory
overheads incurred during plant shutdown , administrative expenses
and cost of net revenue .
The company had done the impairment of $ 22,790,991 for these assets based
on the independent third party evaluation report, and further been auctioned by the court due to the compulsory execution related to
litigation. Please see note 16 for more details.
For those acquired crude salt assets bought back
in year 2024. The company carried out and completed an update and renovation on them during year 2025, with a total cost of $ 8,673,384 .
NOTE 7 – FINANCE LEASE RIGHT-OF-USE ASSETS
Property, plant and equipment under finance leases, net consist of
the following:
Finance Lease Right-Of-Use Assets - Schedule of Property,
Plant and Equipment Under Finance Leases
September 30,
2025
December 31,
2024
At cost:
Buildings Buildings
$ 210,916
$ 208,473
Total
210,916
208,473
Less: Accumulated depreciation and amortization
( 136,957 )
( 131,605 )
Net book value
$ 73,959
$ 76,868
The above buildings erected on parcels of land
located in Shouguang, PRC, are collectively owned by local townships. The Company has not been able to obtain property ownership
certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.
During the three and nine months period ended
September 30, 2025, depreciation and amortization expense totaled $ 1,266 and $ 3,778 , respectively, which was recorded in direct labor
and factory overheads incurred during plant shutdown.
During the three and nine months period ended
September 30, 2024, depreciation and amortization expense totaled $ 1,268 and $ 3,808 , respectively, which was recorded in direct labor
and factory overheads incurred during plant shutdown.
10
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 8 – OPERATING LEASE RIGHT–OF
USE ASSETS
The Company has the rights to use certain parcels
of land located in Shouguang, PRC, through lease agreements signed with local townships or the government authority. For parcels of land
that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the
Company cannot obtain land use rights certificates covers a total of approximately 34.95 square kilometers with an aggregate operating
lease right-of-use assets amount of $ 6,980,537 as at September 30, 2025.
As of September 30, 2025, the total operating
lease ROU assets was $ 5,847,348 .
The total operating lease cost for the nine-month
period ended September 30, 2025 and 2024 was $ 654,450 and $ 659,509 .
NOTE 9 – PAYABLE AND ACCRUED EXPENSES
Payables and accrued expenses
consist of the following:
Payable and Accrued
Expenses - Schedule of Accounts Payable and Accrued Liabilities
September 30,
December 31,
2025
2024
Accounts payable
$ 379,806
$ 30,003
Salary payable
292,402
323,655
Social security insurance contribution payable
289,019
169,858
Accrued expense for construction
5,372,260
5,310,040
Accrued expense-others
5,849,524
8,489,902
Total
$ 12,183,011
$ 14,323,458
Accrued expense-others mainly include the purchase of the unpaid portion
of salt Pans of $ 4,788,641 , and others.
NOTE 10– RELATED PARTY TRANSACTIONS
On September 25, 2012, the Company purchased
five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the
“Seller”) at a cost of approximately $ 5.7
million in cash, of which Mr. Ming Yang, the former chairman of the board of directors of the Company, had a 99 %
equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related
party, to provide property management services for an annual amount of approximately $ 86,911
for five
years from January 1, 2023 to December 31, 2027 . The expense associated with this agreement for the three and nine months
ended September 30, 2025 was approximately $ 21,877
and $ 65,300 . The expense associated with this agreement for the three and nine months ended September 30, 2024 was approximately
$ 22,258 and $ 66,125 .
NOTE 10 – RELATED PARTY TRANSACTIONS –
Continued
a)
Related parties
Name of related parties
Position
Yang Ming
Former Chairman Of the Board
Liu Xiaobin
Chief Executive Officer and Chairman of the Board
Li Min
Chief Financial Officer
Miao Naihui
Chief Operating Officer,Director
Chengdu Dianjinshi Culture media Co., LTD
Affiliated with company officers
b)
September 30,
December 31,
2025
2024
Amount due to related parties:
Yang Ming
$ 415,158
$ 410,350
Liu Xiaobin
887,214
887,214
Li Min
655,240
636,264
Miao Naihui
640,351
650,980
Total
$ 2,597,963
$ 2,584,808
c)
September 30,
2025
December 31,
2024
Due from related party:
Chengdu Dianjinshi Culture media Co., LTD
$ 25,333
$ 25,040
Total
$ 25,333
$ 25,040
NOTE 11– TAXES PAYABLE
September 30,
December 31,
2025
2024
Land use tax payable
$ 36,663
19,318
Value added tax and other taxes payable
598,895
94,681
Total
$ 635,558
$ 113,999
NOTE 12 – LEASE LIABILITIES-FINANCE AND OPERATING
LEASE
The components of finance lease liabilities were
as follows:
Lease Liabilities - Finance and Operating
Lease - Schedule of Finance and Operating Leased Liabilities
Imputed
September 30,
December 31,
Interest rate
2025
2024
Total finance lease liability
6.7 %
$
1,106,716
$
1,293,608
Less: Current portion
( 208,212
)
( 217,743
)
Finance lease liability, net of current portion
$
898,504
$
1,075,865
Interest expenses from finance lease obligations
amounted to $ 18,184 and $ 21,191 for the three-month period ended September 30, 2025 and 2024, respectively, which were charged to the
condensed consolidated statement of income (loss). Interest expenses from finance lease obligations amounted to $ 61,580 and $ 70,835 for
the nine-month period ended September 30, 2025 and 2024, respectively, which were charged to the condensed consolidated statement of income
(loss).
The components of operating lease liabilities
as follows:
September 30,
December 31,
Discount rate
2025
2024
Total Operating lease liabilities
4.89 %
$
6,954,490
$
7,433,452
Less: Current portion
( 518,214
)
( 491,850
)
Operating lease liabilities, net of current portion
$
6,436,276
$
6,941,602
The weighted average remaining operating lease
term at September 3 0 , 2025 was 17 years and the weighted average discounts
rate was 4.89 %. Lease payments for the three-month period ended September 30, 2025 and 2024, respectively, were $ 79,507 and $ 66,387 . Lease
payments for the nine-month period ended September 30, 2025 and 2024, respectively, were $ 824,305 and $ 823,608 .
Maturities of lease liabilities were as follows:
Lease Liabilities - Finance and Operating
Lease - Schedule of Financing and Operating Lease Maturities
Financial lease
Operating Lease
Payable within:
the next 12 months
$ 264,169
$ 835,363
the next 13 to 24 months
264,169
843,018
the next 25 to 36 months
264,169
847,583
the next 37 to 48 months
264,169
855,754
the next 49 to 60 months
264,169
860,686
thereafter
—
7,516,688
Total
1,320,845
11,759,092
Less: Amount representing interest
( 214,129 )
( 4,804,602 )
Present value of net minimum lease payments
$ 1,106,716
$ 6,954,490
11
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 13 –– EQUITY
Reverse Stock Split and Authorized Shares
On October 27, 2025, the Company completed a 1-for-10
reverse stock split of the company’s common stock, such that for each ten 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.
Restricted Shares
A restricted stock award (“RSA”) is
an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of
option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot
transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock,
are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company
expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant,
straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is
determined based on the closing price of the Company's common stock on the grant date.
The Company granted an aggregate of 295,000 restricted shares
of common stock in January 2025 to a consultant, the Company's directors, officers, and an employee as compensation for services rendered
for the year ended December 31, 2024. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested
immediately. The fair value of the award on the date of grant was $ 194,700 which was expensed in full during the year ended December
31, 2024.
During the nine months ended September 30, 2025, the Company granted
in the aggregate, 265,000 restricted shares of common stock on March 21, 2025 to a consultant, the company's directors, officers
and an employee as compensation for services rendered for the current year. The restricted shares award were granted under the 2019 Omnibus
Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ 196,100 which was expensed in
full during the nine months period ended September 30, 2025.
Retained Earnings – Appropriated
In accordance with the relevant PRC regulations
and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after
tax to the following reserve:
Statutory Common Reserve Funds
SCHC, SYCI, SHSI and DCHC are required each year
to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve
Funds until the balance reaches 50% of the registered share capital. This reserve can be used to make up any loss incurred
or to increase share capital. Except for the reduction of losses incurred, any other application should not result in this
reserve balance falling below 25% of the registered capital. As at September 30, 2025 GULF RESOURCES 'statutory provident fund stood at
$ 26.67 million.
NOTE 14 – TREASURY STOCK
As of September 30, 2025 and December 31, 2024,
the number of treasury stock of the Company was 28,583 and 28,583 , respectively.
NOTE 15 – STOCK-BASED COMPENSATION
Pursuant to the Company’s 2019 Omnibus Equity
Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398
shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity
Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new
awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition
of the 2007 Plan and applicable award agreement. As of September 30, 2025, the number of shares of the Company’s common stock available
for grant of awards under the 2019 Plan was 1,801 shares.
The fair value of each option award is estimated
on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous
compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based
on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.
For the three and nine months ended September 30, 2025 and 2024, total
compensation costs for options issued recorded in the consolidated statement of loss were $ 0 . There were no related tax benefits as a
full valuation allowance was recorded in the three and nine months ended September 30, 2025 and 2024.
The following table summarizes all Company
stock option transactions between January 1, 2025 and September 30, 2025.
Stock-Based Compensation - Schedule of Stock
Option Activity
Number of Option
and Warrants
Outstanding and exercisable
Weighted- Average Exercise price of Option
and Warrants
Range of
Exercise Price per Common Share
Balance, January 1, 2025
—
$
—
—
Granted during the period
—
—
—
Exercised during the period
—
—
—
Expired during the period
—
$
—
$
—
Balance, September 30, 2025
—
$
—
—
Stock Options and Warrants Outstanding and Exercisable
Weighted Average
Remaining
Outstanding at September 30, 2025
Range of
Exercise Prices
Contractual Life
(Years)
Outstanding and exercisable
—
—
—
All options exercisable and outstanding at September
30, 2025 are fully vested. As of September 30, 2025 there was no unrecognized compensation cost related to outstanding stock options,
The aggregate intrinsic value of options outstanding and exercisable
as of September 30, 2025 was $ 0 .
During the three and nine months ended September
30, 2025 and 2024, there were no options exercised.
12
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE
16 – ACCRUED LIABILITIES
On September
18, 2023 , Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Group Co., Ltd. entered
into loan agreements with Shandong Deepin City Emergency Loan Fund Co., Ltd.. A total of nine companies and individuals providing
guarantee to these loans, including SCHC and SYCI. As of July 2024, Shangdong Shouguang Vegetable Industry Group Co., Ltd. and
Shandong Shouguang Vegetable Seed Group Co., Ltd. owed a principal of $2,104,050 and RMB $1,402,700 to Shandong Deepin City
Emergency Loan Fund Co., Ltd., respectively.
Mediated by the Local Arbitration
Commission and documented in mediation documents No. 1358 and 1357, Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong
Shouguang Vegetable Seed Industry Group Co., Ltd. were to repay $2,104,050 and $1,402,700 to Shandong Deepin City Emergency Loan Fund
Co., Ltd. before May 8, 2024, respectively. In addition, they were required to pay interests every ten days starting from January 1, 2024.
SCHC and SYCI are jointly and severally liable for both the principal and
interests.
Shandong Deepin City Emergency Loan Fund Co.,
Ltd. sought court action as Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Industry Group
Co., Ltd. were unable to pay principal before deadline or interests as scheduled. Pursuant to court orders (2024) Lu 07 Exec 640 and (2024)
Lu 07 Exec 641, SCHC and SYCI, as guarantors, are required to repay the principal and interests. The Shandong Weifang Intermediate People's
Court ruled to auction the land at Xiangjiang road, Yangkou town, Shouguang City and the attached properties on it, and the auction proceeds
would be used to repay Shandong Deepin City Emergency Loan Fund Co., Ltd.
The court engaged a third-party
valuer for evaluation of the land at Xiangjiang road, Yangkou town ,Shouguang city and its attached properties. The valuation report returned
a fair value of $ 4,580,892 . The Company recognized an impairment loss of $ 29,782,912 accordingly.
The court imposed a forced
auction of the land and its attached properties in July, 2025 however the auction was filed. A second auction was held on August 15, 2025.
The land and its attached properties were sold at $ 2,556,733 . As the selling price was lower than the fair value, the Company recognized
a loss on disposal of long-term assets of $ 2,008,853 .
As of September 30, 2025, as
SCHC and SYCI were liable for a sum of principal and interests of $ 3,521,613 , net of auction proceeds, the Company recognized accrued
liabilities of $ 968,113 accordingly.
NOTE 17 – INCOME TAXES
The Company utilizes the asset and liability
method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely
than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
(a) United
States (“US”)
United States
Gulf Resources, Inc. may be subject to the United
States of America Tax laws at a tax rate of 21 %. No provision for the US federal income taxes has been made as the Company had no US taxable
income for the three-month and nine-month periods ended September 30, 2025 and 2024, and management believes that its earnings are permanently
invested in the PRC.
(b) British
Virgin Islands (“BVI”)
Upper Class Group Limited, a subsidiary of Gulf
Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain
in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month and nine-month periods ended September 30,
2025 and 2024.
(c) Hong
Kong
Hong Kong
HKJI, a subsidiary of Upper Class Group Limited, was
incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived
from Hong Kong. No provision for income tax has been made as it has no taxable income for the three-month and nine-month periods
ended September 30, 2025 and 2024. The applicable statutory tax rates for the three-month and nine-month periods ended September
30, 2025 and 2024 are 16.5 %. There is no dividend withholding tax in Hong Kong.
(d) PRC
PRC
Enterprise income tax (“EIT”) for SCHC, SYCI, SHSI and
DCHC in the PRC is charged at 25 % of the assessable profits.
The operating subsidiaries SCHC is a wholly foreign-owned enterprises
(“FIE”), SYCI, DCHC, and SHSI are incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses
may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized
enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company
may be carried forward for five years.
On February 22, 2008, the Ministry of Finance
(“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular
1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign
investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after
January 1, 2008 to its foreign investor(s) shall be subject to WHT at 10% effective tax rate.
As of September 30, 2025 and December 31, 2024,
the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT
are $ 12,985,585 and $ 40,524,183 , respectively. Since the Company intends to reinvest its earnings to further expand its businesses in
mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the
foreseeable future. Accordingly, as of September 30, 2025 and December 31, 2024, the Company has not recorded any WHT on the cumulative
amount of distributable retained earnings of its foreign invested enterprises that are subject to WHT in China. As of September 30, 2025
and December 31, 2024, the unrecognized WHT are $ 0 and $ 1,078,743 , respectively.
The Company’s income tax returns are subject
to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s
income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since
2016 are currently subject to examination.
Inland Revenue Department of Hong Kong (“IRD”)
may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through
2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For
companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once
in every four years. The tax returns for 2014 and 2018 have been examined, and there is no Hong Kong Profits Tax was charged.
The components of the income tax benefit from
continuing operations are:
Income Taxes - Schedule of Components of Income Tax Expense Benefit
Three-Month Period Ended September 30,
Nine-Month Period Ended September 30,
2025
2024
2025
2024
Current taxes – PRC
$ —
$ —
$ —
$ ( 33,224 )
Deferred tax – PRC entities
—
1,103,697
—
3,615,091
Total Income tax (expenses) benefits
$ —
$ 1,103,697
$ —
$ 3,581,867
Significant components of the Company’s
deferred tax assets and liabilities at September 30, 2025 and December 31, 2024 are as follows:
Income Taxes - Schedule of Deferred
Tax Assets and Liabilities
September 30,
December 31,
2025
2024
Deferred tax liabilities
$ —
$ —
Deferred tax assets:
Exploration costs
1,752,213
1,731,920
Allowance
424,457
729,731
Impairment of long-lived assets
—
1,686,095
PRC tax losses
21,243,924
9,125,871
Accrued liabilities
242,028
—
US federal net operating loss
1,763,850
1,661,464
Total deferred tax assets
25,426,472
14,935,081
Valuation allowance
( 25,426,472 )
( 14,935,081 )
Net deferred tax asset
$ —
$ —
Deferred tax assets consist of future reversals of existing taxable
temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences. As of September 30,
2025 and 2024, valuation allowances were mainly provided against deferred tax assets caused by exploration costs and net operating loss
where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized due to their continuous
losses.
The increase in valuation allowance for the three-month
period ended September 30, 2025 is $ 9,138,862 .
The decrease in valuation allowance for the three-month
period ended September 30, 2024 is $ 14,209 .
The increase in valuation allowance for the nine-month
period ended September 30, 2025 is $ 10,491,391 .
The decrease in valuation allowance for the nine-month
period ended September 30, 2024 is $ 71,237 .
There were no unrecognized tax benefits and accrual
for uncertain tax positions as of September 30, 2025 and December 31, 2024 and no amounts accrued for penalties and interest for the three
and nine months ended September 30, 2025 and 2024.
13
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 18 – BUSINESS SEGMENTS
The Company has four reportable segments: bromine, crude
salt, chemical products and natural gas. The reportable segments are consistent with how management views the markets served by the Company
and the financial information that is reviewed by its chief operating decision maker.
An operating segment’s performance is primarily
evaluated based on segment operating income, which excludes share-based compensation expense, certain corporate costs and other income
not associated with the operations of the segment. These corporate costs (income) are separately stated below and also include costs that
are related to functional areas such as accounting, treasury, information technology, legal, human resources, and internal audit. The
Company believes that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of
its segments. All the customers are located in PRC.
Three-Month
Period Ended
September 30, 2025 Operating Segment
Bromine*
Crude
Salt*
Chemical
Products
Natural Gas
Segment
Total
Corporate Corporate
Total
Net revenue
(external customers)
$ 8,052,331
$ 992,250
$ —
$ —
$ 9,044,581
$ —
$ 9,044,581
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income tax benefit
( 274,496 )
453,824
( 352,371 )
( 39,781 )
( 212,824 )
( 121,104 )
( 333,928 )
Income tax benefit (expense)
—
—
—
—
—
—
—
Loss from operations after
income tax benefit (expense)
( 274,496 )
453,824
( 352,371 )
( 39,781 )
( 212,824 )
( 121,104 )
( 333,928 )
Total assets
74,250,761
52,514,527
4,276,746
859,069
131,901,103
6,444
131,907,547
Depreciation and amortization
3,279,111
377,279
64,302
31,028
3,751,720
—
3,751,720
Capital expenditures
—
8,673,384
—
—
8,673,384
—
8,673,384
Three-Month
Period Ended
September 30, 2024
Bromine*
Crude
Salt*
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue
(external customers)
$ 1,571,313
$ 654,039
$ —
$ 17,013
$ 2,242,365
$ —
$ 2,242,365
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income tax benefit
( 4,029,999 )
( 102,657 )
( 339,038 )
( 39,072 )
( 4,510,766 )
( 70,843 )
( 4,581,609 )
Income tax benefit (expense)
1,001,067
18,020
84,610
—
1,103,697
—
1,103,697
Loss from operations after
income tax benefit (expense)
( 3,028,932 )
( 84,637 )
( 254,428 )
( 39,072 )
( 3,407,069 )
( 70,843 )
( 3,477,912 )
Total assets
89,030,860
48,060,437
54,871,374
1,812,636
193,775,307
109,987
193,885,294
Depreciation and amortization
3,818,547
649,997
68,221
33,478
4,570,243
—
4,570,243
Capital expenditures
—
—
—
—
—
—
—
* Certain common production overheads, operating
and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were
split by reference to the average selling price and production volume of the respective segment until April 2022. Commencing May 2022,
costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.
14
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 18 – BUSINESS SEGMENTS – Continued
Nine-Month
Period Ended
September 30, 2025
Bromine*
Crude
Salt*
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue
(external customers)
$ 17,210,574
$ 1,782,239
$ —
$ —
$ 18,992,813
$ —
$ 18,992,813
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income tax benefit
( 3,775,713 )
( 247,727 )
( 1,055,947 )
( 127,880 )
( 5,207,267 )
( 487,554 )
( 5,694,821 )
Income tax benefit (expense)
—
—
—
—
—
—
—
Loss from operations after
income tax benefit (expense)
( 3,775,713 )
( 247,727 )
( 1,055,947 )
( 127,880 )
( 5,207,267 )
( 487,554 )
( 5,694,821 )
Total assets
74,250,761
52,514,527
4,276,746
859,069
131,901,103
6,444
131,907,547
Depreciation and amortization
9,787,922
1,665,198
199,478
96,532
11,749,130
—
11,749,130
Capital expenditures
—
8,673,384
—
—
8,673,384
—
8,673,384
Nine-Month
Period Ended
September 30, 2024
Bromine*
Crude
Salt*
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue
(external customers)
$ 4,576,744
$ 1,294,645
$ —
$ 61,207
$ 5,932,596
$ —
$ 5,932,596
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income tax benefit
( 13,475,400 )
( 47,725 )
( 993,116 )
( 140,554 )
( 14,656,795 )
( 341,230 )
( 14,998,025 )
Income tax benefit (expense)
3,361,390
( 15,204 )
235,681
—
3,581,867
—
3,581,867
Loss from operations after
income tax benefit (expense)
( 10,114,010 )
( 62,929 )
( 757,435 )
( 140,554 )
( 11,074,928 )
( 341,230 )
( 11,416,158 )
Total assets
89,030,860
48,060,437
54,871,374
1,812,636
193,775,307
109,987
193,885,294
Depreciation and amortization
12,718,202
1,013,663
204,892
100,797
14,037,554
—
14,037,554
Capital expenditures
28,923,642
31,602,571
—
—
60,526,213
—
60,526,213
* Certain common production overheads, operating
and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were
split by reference to the average selling price and production volume of each respective segment through April 2022. Commencing May 2022,
costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.
15
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 18 – BUSINESS SEGMENTS – Continued
Three-Month Period Ended September 30,
Nine-Month Period Ended September 30,
Reconciliations
2025
2024
2025
2024
Total segment operating Loss
$ ( 212,824 )
$ ( 4,510,766 )
$ ( 5,207,267 )
$ ( 14,656,795 )
Corporate costs
( 121,104 )
( 70,843 )
( 487,554 )
( 341,230 )
Loss from operations
( 333,928 )
( 4,581,609 )
( 5,694,821 )
( 14,998,025 )
Interest income, net of expense
( 17,206 )
( 14,971 )
( 56,378 )
6,236
Other expense, net
( 3,521,613 )
—
( 3,524,825 )
( 4,003 )
Loss on disposal of long-lived assets
( 2,008,853 )
—
( 2,008,853 )
( 29,169,008 )
Impairment of long-lived assets
( 29,782,912 )
—
( 29,782,912 )
—
Loss before taxes
$ ( 35,664,512 )
$ ( 4,596,580 )
$ ( 41,067,789 )
$ ( 44,164,800 )
The following table shows the major customer(s)
(10% or more) for the three-month period ended September 30, 2025.
Business Segments - Schedule of
Revenue by Major Customers
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of Total Revenue (%)
1
Shandong Brother Technology Limited
$ 1,160
$ 445
$ —
$ 1,605
17.8 %
2
Shandong Morui Chemical Company Limited
$ 1,158
$ 313
$ —
$ 1,471
16.3 %
3
Shandong Shouguangshen Runfa Marine Chemical Company Limited
$ 1,350
$ —
$ —
$ 1,350
14.9 %
4
Shouguang Weidong Chemical Company Limited
$ 962
$ 233
$ —
$ 1,195
13.2 %
5
Shandong Xurui New Materials Company Limited
$ 925
$ —
$ —
$ 925
10.2 %
The following table shows the major customer(s)
(10% or more) for the nine-month period ended September 30, 2025.
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of
Total
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 2,487
$ 607
$ —
$ 3,094
16.3 %
2
Shandong Brother Technology Limited
$ 2,369
$ 712
$ —
$ 3,081
16.2 %
3
Shouguang Weidong Chemical Company Limited
$ 2,187
$ 464
$ —
$ 2,651
14.0 %
4
Shandong Shouguangshen Runfa Marine Chemical Company Limited
$ 2,577
$ —
$ —
$ 2,577
13.6 %
The following table shows the major customer(s)
(10% or more) for the three-month period ended September 30, 2024.
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of
Total
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 188
$ 243
$ —
$ 431
19.2 %
2
Shandong Brother Technology Limited
$ 190
$ 233
$ —
$ 423
18.9 %
3
Shouguang Weidong Chemical Company Limited
$ 189
$ 178
$ —
$ 367
16.4 %
The following table shows the major customer(s)
(10% or more) for the nine-month period ended September 30, 2024.
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of
Total
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 543
$ 462
$ —
$ 1,005
16.9 %
2
Shandong Brother Technology Limited
$ 515
$ 447
$ —
$ 962
16.2 %
3
Shouguang Weidong Chemical Company Limited
$ 516
$ 386
$ —
$ 902
15.2 %
NOTE 19– CUSTOMER CONCENTRATION
Revenue
Customer Concentration
Product
During the nine-month period ended September 30,
2025, the Company sold 67.7 % of its products to its top five customers. As of September 30, 2025, amounts due from these customers were
$ 2,579,855 .
During the nine-month period ended September 30,
2024, the Company sold 62.9 % of its products to its top five customers. As of September 30, 2024, amounts due from these customers were
$ 948,003 .
NOTE 20– MAJOR SUPPLIERS
Product Concentration
Cost of Goods
During the nine-month period ended September 30,
2025 the Company purchased 100 % of its raw materials from its top four suppliers. As of September 30, 2025, amounts due to
those suppliers were $ 379,806 .
During the nine-month period ended September 30,
2024 the Company purchased 100 % of its raw materials from its top four suppliers. As of September 30, 2024, amounts due to
those suppliers were $ 127,698 .
NOTE 21 – LOSS CONTINGENCIES
Settled Litigation
On or about August 3, 2018, written decisions of administration penalty
captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou
Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the
“Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City
Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged
the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and
used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively.
The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner,
restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of
approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving
on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty
payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong
Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform
its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to
enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384,
(2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393,
and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the
Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners
and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service
of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.
In the last twenty years, to the Company’s knowledge, there were
no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes
most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels
from the village associations. They are facing the same issues in connection with land use and planning as the Company. To the Company’s
knowledge, the local government has submitted its plan to solve the issues to higher authority and are waiting for approval from the higher
authority.
The Company is in the process of resolving the issues in connection
with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government authorities
with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities,
believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government
authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau
withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8
and Factory No.10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November
25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory
No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing
the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation.
In addition, on August 28, 2019, the People’s Government of Shandong
Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province”
permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related
types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry
and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by
the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company
believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty
or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement
action, the occurrence of which may result in further liabilities, penalties and operational disruption.
In view of the above facts and circumstances, the Company believes
that it is not necessary to accrue for any estimated losses or impairment as of September 30, 2025.
NOTE 22 - SUBSEQUENT EVENT
Subsequent Event
As previously disclosed, at the 2025 Annual Meeting
of Stockholders of the Company held on September 9, 2025, the stockholders of the Company approved a proposal to authorize the Company’s
Board of Directors (the “Board”) to amend the Company’s Articles of Incorporation with the Secretary of State of the
State of Nevada to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.0005 (“Common
Stock”) at a reverse split ratio of between 1-for-2 and 1-for-10 as determined by the Board.
On October 10, 2025, pursuant to the authority granted
by the Company’s stockholders, the Board effectuated and approved a one-for-ten (1:10) reverse stock split ratio (the “Reverse
Stock Split”) of the Common Stock. The Reverse Stock Split became effective at 12:01 am Eastern Time on October 27, 2025 (the
“Effective Time”). When the Reverse Stock Split became effective, every ten (10) shares of the Company’s issued and
outstanding Common Stock immediately prior to the Effective Time automatically be reclassified into one (1) share of Common Stock, without
any change in the par value per share. The Reverse Stock Split reduced the number of issued and outstanding shares of Common stock from
approximately 13.3 million to approximately 1.3 million. The Reverse Stock Split did not change the total number of authorized shares
of Common Stock.
No fractional shares were issued as a result of the
Reverse Stock Split. Stockholders who otherwise be entitled to receive a fractional share in connection with the Reverse Stock Split received
one full share of the post-reverse stock split Common Stock in lieu of such fractional share.
Commencing on October 27, 2025, trading of the Company’s
Common Stock continues The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s
Common Stock following the Reverse Stock Split is 40251W507.
On November 12, 2025, the Company issued a press release providing
certain updates on its hearing scheduling process with the Nasdaq Hearings Panel. The Company has received a hearing notification letter
from Nasdaq scheduling an oral hearing for December 9, 2025. As of November 10, 2025, the Company’s common stock had maintained
the requisite closing bid price in compliance with Listing Rule 5550(a)(2). In light of the above and in accordance with the instructions
provided by the hearing notification letter, the Company has submitted a request to cancel the hearing, subject to the Company’s
Listing Analyst review and confirmation.
16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.