What changed in this filing

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Item 9A. Controls and Procedures

2026-08-17 compared with 2025-04-11 · 350 added, 300 removed, 489 unchanged (57% 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, 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.

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, 2025.

Based upon their evaluation, the Chief Executive Officer and Chief

Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective.

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 2025.

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 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.

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 cannot provide absolute assurance

of achieving financial reporting objectives because of its inherent limitations.

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.

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

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

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.

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.

Therefore, it is possible to design safeguards

into the process 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.

Based on that evaluation,

management has concluded that the Company's internal control over financial reporting was not effective as of December 31, 2025, due to

the material weakness described below.

In preparing our consolidated financial

statements for the years ended December 31, 2025, our management identified material weaknesses in our internal control over financial

reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other significant

deficiencies.

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.

The material weaknesses identified are as follows:

(i) no sufficient personnel

with appropriate levels of accounting knowledge and experience to address complex U.S.

GAAP accounting issues and to prepare and review

financial statements and related disclosures under U.S.

(ii) ineffective oversight of our financial reporting and internal control

by those charged with governance;

and (iii) inadequate design of internal control over the preparation of the financial statements being

These material weaknesses remained as of December 31, 2025.

As a result of inherent limitations, our internal control over financial

reporting may not prevent or detect misstatements, errors or omissions.

To remedy our previously identified material weakness, we have undertaken

and will continue to undertake steps to strengthen our internal control over financial reporting, including:

(i) hiring more qualified

resources including financial controller, equipped with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen

the financial reporting function and to set up a financial and system control framework, (ii) implementing regular and continuous U.S.

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (iii) establishing effective

oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements

and related disclosures are accurate, complete and in compliance with SEC reporting requirements, and (iv) enhancing an internal audit

However, such measures have not been fully implemented and we concluded that the material weakness in our internal control over

financial reporting had not been remediated as of December 31, 2025.

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

There have been no changes in our internal controls over financial

reporting occurred during the fiscal year ended December 31, 2025, 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

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November 2023

Yang Zou (1)(3)

Qiang Liu (1)(3)

Independent Director

September 2025

Shengwei Ma (1)(2)

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

Xiaobin Liu , Chairman,Chief

Executive Officer and Director – Mr.

Xiaobin Liu , Chairman,

Chief Executive Officer and Director – Mr.

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

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

Liu joined the Company as Vice President in December

Liu joined the Company as Vice President in

December 2007.

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

LTD since March, 2021.

He has served as Chairman of Chengdu

Philosopher's Stone Culture Media Co.

He has served as Chairman

of Chengdu Philosopher's Stone Culture Media Co.

LTD since August 2018.

He served as Chairman of China Shouguang Vegetable Industry Group (Cayman)

He served as Chairman of China Shouguang Vegetable Industry Group

(Cayman) Inc.

from 2011 to 2017.

He currently serves as a director of China Shouguang Vegetable Industry Group (Cayman) Inc.

Before he joined the

joined the Company, Mr.

Liu served as project manager of Shenzhen Guangshen Accounting Firm from January 2007 to November 2007;

the department manager

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

the CFO (equivalent of Vice President) of Dasheng Real Estate Development

Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November 2002;

the CFO of Shenzhen Securities Department of

Hainan Saige International Trust Investment Company from May 2000 to August 2004;

and the financial manager of Hainan Wanquanyuan Hot

Spring Tourism Development Co., Ltd from 1995 to 2000.

the department

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

the CFO (equivalent of Vice President) of Dasheng Real Estate

Development Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November 2002;

the CFO of Shenzhen Securities

Department of Hainan Saige International Trust Investment Company from May 2000 to August 2004;

and the financial manager of Hainan Wanquanyuan

Hot Spring Tourism Development Co., Ltd from 1995 to 2000.

During this time, he also was the CFO of Qionghai City Guantang Hotspring Leisure

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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.

Naihui 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.

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 1986.

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.

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management from Shandong University of Technology.

Yang Zou , Independent

Director – Mr.

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

Zou served as Vice Director of Beijing Zhongtianhuamao

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.

From March 2003 to September 2009, Mr.

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 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.

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

Qiang Liu, Independent Director – Mr.

Liu has served as a director of the Company since September 2025.

Liu has served as Chief Financial Officer of Shandong Yijia Agricultural

Chemicals Co., Ltd.

Prior to this role, Mr.

Liu served as Director of Business Department One at Shandong Zhongcheng Certified

Public Accountants Co., Ltd.

from 2005 to 2010, and as Chief Accountant at Dongguan Shijie Town Liuwudong Juji Electromechanical Company

from 2001 to 2005.

Liu is a Certified Public Accountant and holds extensive experience of nearly 30 years in financial management

and auditing.

Liu graduated from Dalian University of Technology with a bachelor's degree in 2001.

Shitong Jiang, Independent

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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.

that Qiang Liu, 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

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Board Operations

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

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.

Liu’s services as both chief executive

officer and chairman of the Board is in the best interest of the Company and its shareholders.

Liu 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.

The 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

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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.

Our Board of Directors has determined that Shitong Jiang, Qiang Liu and

Shengwei 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

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and in monitoring the process to assess board effectiveness.

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

Each of Dongshan Wang, Shitong Jiang and Qiang Liu are members of the Nominating

and Corporate Governance Committee.

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Holders May Recommend Nominees to the Board

We do not currently have a procedure 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

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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.

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

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development..

Yibo Yang was elected as a director on November

Yibo Yang was elected

as a director on November 30, 2023.

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, 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.

Yang is expected to contribute

the Board’s vision for the development of the Company.

Qiang Liu was appointed

as a Director in September, 2025.

Liu has served as Chief Financial Officer of Shandong Yijia Agricultural Chemicals Co., Ltd.

Prior to this role.

Liu is a Certified Public Accountant and holds extensive experience of nearly 30 years in financial management

and auditing.

Liu graduated from Dalian University of Technology with a bachelor's degree in 2001..

Shitong Jiang was appointed

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Code of Ethics

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.

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

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Nominating Committee

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.

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.

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.

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

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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.”

YEAR 2025 & 2024 COMPENSATION TABLE

Name and Principal Position

Stock Awards($)

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

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Grants of Plan-Based Awards

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

The Company did grant shares

of our Common Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive Plan and 2025 Omnibus

Equity Incentive Plan, as amended, during fiscal year 2025.

FISCAL YEAR 2025 GRANTS OF

PLAN-BASED AWARDS

Estimated Future Payouts

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All Other Stock Awards:

Number of Shares of

Number of Shares of Stocks

Option Awards:

Number of Securities

Exercise or Base Price of

Grant Date Fair Value of Stock

Stocks or Units

Underlying Options

Option Award($)

and Options ($)

Number of Securities Underlying

Exercise or Base Price of Option

Grant Date Fair Value of Stock and Options ($)

November 21,2025

March 21,2025

January 23,2025

November 21,2025

March 21,2025

January 23,2025

November 21,2025

March 21,2025

January 23,2025

Narrative Discussion

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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.

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:

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, 2025, 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

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outstanding as of December 31, 2025.

Policies and Practices for

Granting Certain Equity Awards

Policies and Practices for Granting

Certain Equity Awards

Our policies and practices regarding

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2025 FISCAL YEAR END

OPTION AWARDS STOCK AWARDS

OPTION AWARDS

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Equity Incentive

Market or Payout

1 unchanged sentence

Number of Shares

Market Value of

Unearned Shares,

1 unchanged sentence

or Units of Stock

Shares or Units of

Units or Other

Other Rights That

Unearned Options

Option Exercise

Option Expiration

That Have Not

Stock That Have

Rights That Have

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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

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

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 2025.

FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED

OPTION AWARDS

Number of Shares

Name Acquired on Exercise (#)

Shares Acquired on Exercise (#)

Value Realized on Exercise ($)

Acquired on Vesting (#)

Value Realized onVesting ($)

Shares Acquired on Vesting (#)

Realized on Vesting ($)

Xiaobin Liu, CEO

Naihui Miao, COO

Compensation Committee Interlocks and Insider

Participation

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.

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 2024.

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 2025.

FISCAL YEAR 2025 DIRECTOR COMPENSATION

Pension Value

Incentive Plan

($) Total ($)

Non-Equity Incentive Plan

Nonqualified Deferred

Shitong Jiang

Tengfei Zhang

Dongshan Wang

(1) Represents the dollar amount recognized for financial

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

(1) Represents the dollar amount recognized for financial statement reporting purposes in accordance with

FASB ASC 718 – “Compensation – Stock Compensation.”

(2) Yang Zou resigned as a director of the Company in [September 2025].

Pursuant to the terms of their

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to the independent directors.

Certain Relationships and Related

Certain Relationships and Related Transactions

It is our policy to not enter

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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.

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

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

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.

Except as otherwise noted, the persons identified have sole

voting and investment powers with respect to their shares.

As of the date of this annual report, there were 1,813,531 shares of the Company’s

Common Stock outstanding.

Name of Beneficial Owner (1)

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Shengwei Ma (Director)

Yang Zou (Director)

Qiang Liu (Director)

Shitong Jiang (Director)

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* 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.

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 43,812 shares held by each individual.

(3) Consists of 2,400 shares held by Mr.

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

(4) Consists of none shares held by Mr.

(5) Consists of 2,600 shares held by Mr.

(6) Consists of 2,300 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.

the wife of Mr.

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.

of 63,477 shares owned by Ming Yang, 101,595 shares owned by Ms.

Wenxiang Yu, the wife of Mr.

Yang, 33,496 shares owned by Mr.

Zhi Yang, Mr.

Yang disclaims beneficial ownership of the shares

owned by his wife and son.

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

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”).

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.

On September 9, 2025, the Company’s Annual General

Meeting adopted and approved the 2025 Stock Incentive Plan of Gulf Resources, Inc.

(the”2025 Plan”).

As of December 31, 2025,

there is 14,000 shares remained for future issuance under the 2019 Plan.

On January 9, 2026, the Company registered an additional

103,378 common stocks, par value 0.0005 per share issued under the Company’s the 2019 Plan, after giving effect of the 10-to-1 reserve

stock split as previously announced on Form 8-K filed with SEC on October 22, 2025 and 200,000 common stocks issuable pursuant to the

Securities Authorized for Issuance under Equity Compensation

As of December 31, 2025, our 2019 Equity Incentive Plan

and 2025 Equity Incentive Plan were in effect.

The following table provides information as of December

31, 2025 about our equity compensation plans and arrangements.

Plan category

warrants and rights

reflected in column (a))

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security

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Certain Relationships and Related Transactions,

Director Independence

Certain Relationships and Related Transactions

Director Independence Certain Relationships and Related Transactions

Our policy is that a contract

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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.

The following includes a summary

of transactions since the beginning of fiscal 2025 or any currently proposed transaction, in which we were or are to be a participant

and the amount involved exceeded or exceeds the lesser of $120,000 and 1% of the average of our total assets at December 31, 2024 and

2025 and in which any related person had or will have a direct or indirect material interest (other than compensation described under

“Executive Compensation”):

Procedures for Approval of Related Party Transactions

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The Board has determined that

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

Qiang Liu, 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

Principal Accounting Fees and Services Audit

Our independent

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There were no such fees incurred by the Company in the years ended December 31, 2025 and 2024.

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

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

services rendered in each of the years ended December 31, 2025 and 2024.

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 appoints

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

The Audit Committee chair is authorized to pre-approve specified

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3.3 Certificate of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2020.

3.4 Certificate of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed on October 22, 2025.

4.1 Description of Securities, incorporated herein by reference to Exhibit 4.1 to the Registration’s Annual Report on Form 10-K filed on April 14, 2020.

23 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 December 19, 2024.

10.15 English translation of the form of Equity Transfer Agreement by and between Shouguang City Haoyuan Chemical Company Limited, Shangdong Rongyuan Pharmaceutical Shouguang Yuxin Chemical Industry Co., Limited dated December 10, 2025, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 15, 2025.

10.16 Form of Private Placement Agreement, by and between the Company and the Private Placement Purchaser, incorporated by reference to 10.1 to the Registrant’s current report on Form 8-K, filed on April 2, 2026.

10.17 Form of Private Placement Agreement, by and between the Company and the Private Placement Purchaser, incorporated by reference to 10.2 to the Registrant’s current report on Form 8-K, filed on April 2, 2026.

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.

1 unchanged sentence

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.

Insider Trading Policy., incorporated by reference to Exhibit 19 to the Registrant’s annual report on Form 10-K, filed on April 11, 2025

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.

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

Power of Attorney (included in the signature page)*

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

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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 authorized.

April 11,2025

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.

August 17, 2026

/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

April 11,2025

August 17, 2026

Chief Executive Officer and Director

April 11,2025

(Principal Executive Officer)

August 17, 2026

/s/ Yibo Yang

Chief Financial Officer

April 11,2025

(Principal Financial and Accounting Officer)

August 17, 2026

/s/ Naihui Miao

April 11,2025

August 17, 2026

/s/ Dongshan Wang

April 11,2025

August 17, 2026

Dongshan Wang

April 11,2025

/s/ Qiang Liu

August 17, 2026

/s/ Sheng Wei Ma

April 11,2025

August 17, 2026

/s/ Shi Tong Jiang

April 11,2025

August 17, 2026

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