Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
(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, 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.
50
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 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;
and
(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. Internal
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 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. GAAP; (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
audited. 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
function. 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.
(c) Changes in internal controls
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
51
(d) Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting. As a smaller reporting
company, the management’s report is not subject to attestation by our registered public accounting firm.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The following table sets forth certain information about
our executive officers and directors as of the date of this Annual Report.
Name
Age
Position/Title
Has served as company
director since
Xiaobin Liu
58
Chairman, Chief Executive Officer and Director
March 2009
Naihui Miao
58
Secretary, Chief Operating Officer and Director
January 2006
Min Li
49
Chief Financial Officer
N/A
Yibo Yang
47
Director
November 2023
Qiang Liu (1)(3)
49
Independent Director
September 2025
Shengwei Ma (1)(2)
58
Independent Director
December 2019
Shitong Jiang (1)(2)(3)
58
Independent Director
April 2008
Dongshan Wang (2)(3)
60
Independent Director
November 2023
(1) Serves as a member of the Audit Committee.
(2) Serves as a member of the Compensation Committee.
(3) Serves as a member of the Nominating and Corporate Governance Committee.
52
Xiaobin Liu , Chairman,
Chief Executive Officer and Director – Mr. Liu has served as Chairman of the Board of Directors of the Company since November
2023. Mr. Liu was appointed as Chief Executive Officer and Director on March 10, 2009. Mr. 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. LTD since August 2018. 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 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. During this time, he also was the CFO of Qionghai City Guantang Hotspring Leisure
Center, the CFO of Qionghai City Wanquanhe Agricultural Development Co., Ltd, the CFO of Qionghai Wanquanhe Hotspring Tourist Development
Property Management Co., Ltd, and the CFO of Qionghai Guantangyuzhuang Resort Co., Ltd. Prior to that, Mr. Liu worked in the financial
department of Hainan Jinyuan Industrial Co., Ltd, which is a subsidiary of Chinese Black Metal Limited Company Northwest Branch from 1992
to 1995, and the financial department of Shanxi Aircraft Manufacturing Company from 1988 to 1992. Mr. Liu earned a master degree from
the Economic and Management School at Hong Kong City University.
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. From 1991 to 2005, Mr. Miao served as a Manager and then Vice President of Shouguang
City Commercial Trading Center Company Limited. He was the director of Shouguang Business Trade Center since 1986. He has served as
Supervisor of Chengdu Philosopher's Stone Culture Media Co. LTD since August 2018.
Yibo Yang, director –
Mr. Yang has served as a director of the Company since November 2023. Mr. Yang has worked at Shouguang Haoyuan Chemical Co., Ltd. since
2009 and currently serves as the deputy general manager of Shouguang Haoyuan Chemical Co., Ltd. Mr. Yang is a 18% shareholder of Shandong
Haoyuan Industrial Group. Since December 2020, Mr. Yang has served as the deputy general manager of Shandong Haoyuan Industrial Group.
Since July 2023, Mr. Yang has served as the executive director and the managing director for Shouguang City Yuxin Chemical Company Limited.
Since June 2023, Mr. Yang has served as the supervisor of Shandong Caiting Lighting Technology Co., Ltd. Mr. Yang holds a Diploma in economic
management from Shandong University of Technology.
Qiang Liu, Independent Director – Mr.
Liu has served as a director of the Company since September 2025. . Mr. Liu has served as Chief Financial Officer of Shandong Yijia Agricultural
Chemicals Co., Ltd. since 2010. 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. Mr. Liu is a Certified Public Accountant and holds extensive experience of nearly 30 years in financial management
and auditing. Mr. Liu graduated from Dalian University of Technology with a bachelor's degree in 2001.
Shitong Jiang, Independent
Director – Mr. Jiang has served as a director of the Company since April 2008. Mr. Jiang is Chief of the Shouguang City Audit
Bureau, Shandong Province, has been with the Audit bureau since 1990. During his career at the Shouguang City Audit Bureau he has held
multiple positions including, Auditing Officer and Audit Section Deputy Chief. The Shouguang City Audit Bureau is responsible for the
independent audit supervision of the affairs of the government. From 1987 to 1990 Mr. Jiang attended Shandong Financial Institution.
Dongshan Wang, Independent
Director – Mr. Yang has served as a director of the Company since November 2023. Mr. Wang has served as the vice president and
the chief financial officer of Central China Headquarters of Anliang Holding Group since April 2018. Mr. Wang is an International Certified
Public accountant, and he holds a national Chief accountant (CFO) qualification certificate. Mr. Wang graduated from Zhengzhou College
of Light Industry majored in financial management in 1988.
Shengwei Ma , Independent
Director – Mr. Ma has served as a director of the Company since December 2019. Mr. Ma has served as Department Manager of Shouguang
City Urban Construction and Investment Group since March 2012. Mr. Ma holds a Senior Accountant Certificate. Mr. Ma graduated from Central
Broadcasting and Television University with bachelor’s degree in accounting in 2004.
53
Executive Officers and Significant Employees
Min Li, Chief Financial Officer
– was appointed a director of the Company on October 30, 2007 and resigned from the position on June 22, 2009. He has served
as Chief Financial Officer since December 2006 and as Chief Financial Officer for Shouguang City Haoyuan Chemical Company Limited. From
2004 to 2006, Mr. Li served as Manager of Financial and Asset Management Department for Shouguang City Yuxin Chemical Company Limited.
>From 2000 to 2004, Mr. Li served as Manager of the Accounting Department for the Yang Kou Branch of the China Construction Bank. From
1998 to 1999, Mr Li worked at China Construction Bank Shandong branch and in 2000 Mr. Li worked at the Yangkou Office as the accounting
manager. Mr. Li has a bachelor degree in accounting from Weifang College.
Family Relationships
There are no family relationships among our executive officers,
directors and significant employees.
Involvement in Certain Legal Proceedings
To the best of our knowledge,
there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material
to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of our Company during the
past ten years.
Board of Directors
All directors hold office until
the next annual meeting of shareholders and until their successors have been duly elected and qualified. Directors are elected at the
annual meetings to serve for one-year terms. Officers are elected by, and serve at the discretion of, the board of directors. Our board
of directors shall hold meetings on at least a quarterly basis.
As a Nasdaq listed company, we
comply with the NASDAQ Listing Rules with respect to certain corporate governance matters. As a smaller reporting company, under the NASDAQ
rules we are required to maintain a board of directors comprised of a majority of independent directors, and an audit committee of at
least three members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Securities Exchange
Act of 1934.
Director Independence
The Board of Directors has determined
that Qiang Liu, Shitong Jiang, Dongshan Wang and Shengwei Ma are independent under Rule 5605(a)(2) of the NASDAQ Listing Rules. In making
this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all
other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable NASDAQ
rules our independent directors will meet on a regular basis as often as necessary to fulfill their responsibilities, including at least
annually in executive session without the presence of non-independent directors and management. In addition, under applicable rules and
regulations, and as determined by the Board, all of the members of the Audit, Compensation, and Nominating and Corporate Governance Committees
are “independent” directors.
54
Board Committees
Our board of directors has established
standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation
Committee and a Corporate Governance and Nominating Committee. Our board of directors has adopted written charters for each of these committees.
Copies of the charters are available on our website at www.gulfresourcesinc.com. Our board of directors may establish other committees
as it deems necessary or appropriate from time to time.
Board Operations
Mr. Xiaobin Liu holds the positions
of chief executive officer and chairman of the Board of the Company. The Board believes that Mr. Liu’s services as both chief executive
officer and chairman of the Board is in the best interest of the Company and its shareholders. Mr. 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
Board and stockholder meetings and participates in preparing their agendas. The Chairman of the Board also serves as a focal point for
communication between management and the Board between Board meetings, although there is no restriction on communication between directors
and management. The Company believes that these arrangements afford the directors sufficient resources to supervise management effectively,
without being overly engaged in day-to-day operations.
The Board plays an active role,
as well as the independent committees, in overseeing the management of the Company’s risks. The Board regularly reviews reports
from members of senior management and committees on areas of material risk to the Company, including operational, financial, legal, strategic
and regulatory risks.
Audit Committee
The Board of Directors has standing
audit, compensation, and nominating committees, comprised solely of independent directors. Each committee has a charter, which is available
at Company’s website, www.gulfresourcesinc.com.
Audit Committee
The Audit Committee is responsible
for reviewing the results and scope of the audit, and other services provided by our independent auditors, and reviewing and evaluating
our system of internal controls. Mr. Jiang is the Audit Committee Financial Expert as defined in Item 407(d)(5) of Regulation S-K promulgated
under the Securities Act, and the chair of the Audit Committee. Our Board of Directors has determined that 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
The Compensation Committee is
responsible for (a) reviewing and providing recommendations to the Board of Directors on matters relating to employee compensation and
benefit plans, and (b) assisting the Board in determining the compensation of the Chief Executive Officer and making recommendations to
the Board with respect to the compensation of the Chief Financial Officer, other executive officers of the Company and independent directors.
Each of Dongshan Wang, Shitong Jiang and Shengwei Ma are members of the Compensation Committee. The Compensation Committee operates under
a written charter. Mr. Wang is the Chairman of Compensation Committee.
55
Nominating and Corporate Governance Committee
Our Board of Directors established
a Nominating and Corporate Governance Committee in June 2009. The purpose of the Nominating and Corporate Governance Committee is to assist
our Board of Directors in identifying qualified individuals to become board members, in determining the composition of the Board of Directors
and in monitoring the process to assess board effectiveness. Each of Dongshan Wang, Shitong Jiang and Qiang Liu are members of the Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates under a written charter. Mr. Jiang is the
Chairman of Nominating and Corporate Governance Committee.
Material Changes to the Procedures by which Security
Holders May Recommend Nominees to the Board
We do not currently have a procedure by which security
holders may recommend nominees to the Board.
Director Qualifications
The Company seeks directors with
established strong professional reputations and experience in areas relevant to the strategy and operations of our businesses. The Company
also seeks directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage
management and each other in a constructive and collaborative fashion, in addition to the ability and commitment to devote time and energy
to service on the Board and its committees. We believe that all of our directors meet the foregoing qualifications.
The Nominating and Corporate
Governance Committee and the Board believe that the leadership skills and other experience of the Board members, as described below, provide
the Company with a range of perspectives and judgment necessary to guide our strategies and monitor their execution.
Xiaobin
Liu was appointed as Chief Executive Officer and Director on March 10, 2009, and as Chairman of the Board of Directors of the Company
on November 30, 2023. Mr. Liu has years of experience in capital markets, financial and business management, and strategic planning and
development.
Naihui Miao Since January
2006, Mr. Miao has served as Director, Secretary and Vice President of the Company. He is in charge of sales, human resource and business
management. Mr. Miao has years of experience in the chemical industry, business operations and management, and strategic planning and
development..
Yibo Yang was elected
as a director on November 30, 2023. Mr. Yang has been in the chemical industry for more than ten years. Mr. 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. Mr. Liu has served as Chief Financial Officer of Shandong Yijia Agricultural Chemicals Co., Ltd. since
2010. Prior to this role. Mr. Liu is a Certified Public Accountant and holds extensive experience of nearly 30 years in financial management
and auditing. Mr. Liu graduated from Dalian University of Technology with a bachelor's degree in 2001..
Shitong Jiang was appointed
as a Director on April 23, 2008. Mr. Jiang is Chief of the Shouguang City Audit Bureau, Shandong Province. He has been with the audit
bureau since 1990. Mr. Jiang has many years of auditing and management experience with PRC government departments.
56
Donghshan Wang was elected
as a Director of the Company, and joined the Compensation Committee and the Nominating and Corporate Governance Committee, on November
30,2023. Mr. Whang has vast experience in management, finance, and accounting related matters.
Shengwei Ma was appointed
as a Director on December 18, 2019. Mr. Ma holds a Senior Accountant Certificate. Mr. Ma has extensive experience in financial, accounting
and management related matters.
Code of Ethics
The Board has adopted a code
of ethics applicable to Company’s directors, officers, and employees. The code of ethics is available at Company’s website,
www.gulfresourcesinc.com.
Insider Trading Policy
We have adopted an Insider Trading
Policy (the “Insider Trading Policy”), which applies to all directors, officers, employees, independent contractors, and consultants
of the Company and its subsidiaries, as well as certain other persons. The Insider Trading Policy is designed to promote compliance with
U.S. federal and state securities laws, rules and regulations and the applicable rules and regulations of Nasdaq, with respect to the
purchase, sale and/or disposition of the Company’s securities. The Insider Trading Policy addresses the implementation of certain
trading blackout periods in the Company’s securities for Company insiders. A copy of the Insider Trading Policy is filed as Exhibit
19 to this 2025 Form 10-K.
Board Meetings
The Board of Directors and its committees held the following
number of meetings during 2025:
Board of Directors
4
Audit Committee
4
Compensation Committee
1
Nominating Committee
1
57
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; or
● been the subject to, or a party to, any sanction or order, not subsequently reverse,
suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization
that has disciplinary authority over its members or persons associated with a member.
Stockholder Communications
Stockholders can mail communications to the Board,
c/o CEO, Gulf Resources Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong Province, 262700,
the People’s Republic of China, who will forward the correspondence to each addressee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires Company’s directors and executive officers and any beneficial owner of more than 10% of any class
of Company equity security to file reports of ownership and changes in ownership with the Securities and Exchange Commission and furnish
copies of the reports to Company.
Item 11. Executive Compensation
Set forth below is information
regarding the compensation paid during the year ended December 31, 2025 and 2024 to our principal executive officer and principal financial
officer, who are collectively referred to as “named executive officers” elsewhere in this Annual Report.
FISCAL
YEAR 2025 & 2024 COMPENSATION TABLE
Name and Principal Position
Year
Salary ($)
Bonus($)
Stock Awards($)
Option Awards$(1)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total ($)
Xiaobin Liu
2024
—
—
— (1)
—
—
—
—
—
CEO
2025
—
—
174,500 (1)
—
—
—
—
174,500
Min Li
2024
16,693
—
— (1)
—
—
—
—
16,693
CFO
2025
17,072
—
174,500 (1)
—
—
—
—
191,572
Naihui Miao
2024
16,693
—
— (1)
—
—
—
—
16,693
COO
2025
17,072
—
174,500 (1)
—
—
—
—
191,572
(1) Represents the dollar amount recognized for financial
statement reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 718
– “Compensation - Stock Compensation.”
Except as disclosed below under
the caption “Compensation of Directors,” we have not paid or accrued any fees to any of our executive directors for serving
as a member of our Board of Directors. We do not have any retirement, pension, profit sharing or insurance or medical reimbursement plans
covering our officers and directors. Our executive officers are reimbursed by us for any out- of-pocket expenses incurred in connection
with activities conducted on our behalf. There is no limit on the amount of these out-of- pocket expenses and there will be no review
of the reasonableness of such expenses by anyone other than our Board of Directors, which includes persons who may seek reimbursement,
or a court of competent jurisdiction if such reimbursement is challenged.
58
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
Under Non-Equity
Incentive Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
Maximum
All Other Stock Awards: Number of Shares of Stocks
or Units
Option Awards: Number of Securities Underlying
Options
Exercise or Base Price of Option
Award($)
Grant Date Fair Value of Stock and Options ($)
Xiaobin Liu,
CEO
November 21,2025
—
—
—
—
—
—
30,000
—
—
118,500
March 21,2025
40,000
26,400
January 23,2025
40,000
29,600
Min Li,
CFO
November 21,2025
—
—
—
—
—
—
30,000
—
—
118,500
March 21,2025
40,000
26,400
January 23,2025
40,000
29,600
Naihui Miao,
COO
November 21,2025
—
—
—
—
—
—
30,000
—
—
118,500
March 21,2025
40,000
26,400
January 23,2025
40,000
29,600
Narrative Discussion
The following employment agreements were entered into by
the Company and the named executive officers:
Xiaobin Liu
The employment
agreement for Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2022 with a term of three years. Xiaobin
Liu is also a member of the Board of Directors. Pursuant to the agreement, Mr. Liu’s service shall be compensated in the Company's
shares only under the Company’s equity incentive plan.
Min Li
The employment
agreement for Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2025 with a term of one year. Pursuant
to the agreement, Mr. Li shall receive annual cash compensation equal to approximately $18,500 subject to changes in the foreign exchange
rate and market conditions and be compensated in the Company’s shares under the Company’s equity incentive plan.
Naihui Miao
The employment
agreement for Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2022 with a term of three years. Mr.
Miao is also a member of the Board of Directors. Pursuant to the agreement, Mr. Miao shall receive annual cash compensation equal to approximately
$18,500 subject to changes in the foreign exchange rate and market conditions, and be compensated in the Company’s shares under
the Company’s equity incentive plan.
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.
59
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, 2025, the following individuals would have been entitled to payments in the amounts set forth
opposite to their name in the below table:
Name
Cash Payment
Xiaboin Liu
$ 0
Min Li
$ 0
Naihui Miao
$ 0
Recovery of Erroneously Awarded Compensation
None.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth,
for each named executive officer, information regarding unexercised stock options, unvested stock awards, and equity incentive plan awards
outstanding as of December 31, 2025.
Policies and Practices for Granting
Certain Equity Awards
Our policies and practices regarding
the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity
of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives
and other eligible employees.
The timing of equity award grants
is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance
targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards;
instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness
of our compensation packages.
In determining the timing and
terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants
are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent
the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel
and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.
The Company is committed to maintaining
transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the
disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews
its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to
serve the best interests of the Company and its shareholders.
OUTSTANDING EQUITY AWARDS AT
2025 FISCAL YEAR END
OPTION AWARDS STOCK AWARDS
OPTION AWARDS
STOCK AWARDS
Equity Incentive
Equity Incentive
Plan Awards:
Equity Incentive
Plan Awards:
Number of
Number of
Number of
Plan Awards:
Market or Payout
Securities
Securities
Securities
Number of
Value of Unearned
Underlying
Underlying
Underlying
Number of Shares
Market Value of
Unearned Shares,
Shares, Units or
Unexercised
Unexercised
Unexercised
or Units of Stock
Shares or Units of
Units or Other
Other Rights That
Options (#)
Options (#)
Unearned Options
Option Exercise
Option Expiration
That Have Not
Stock That Have
Rights That Have
Have Not Vested
Name
Exercisable
Unexercisable
(#)
Price ($)
Date
Vested (#)
Not Vested ($)
Not Vested (#)
($)
Xiaobin Liu, CEO
0 (1)
Min Li, CFO
0 (1)
Naihui Miao, COO
0 (1)
(1) Represents
the shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the shares of
Restricted Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms of the
Plan.
60
Option Exercises and Stock Vested
The following table sets forth aggregate information
with respect to each named executive officer regarding the exercise of stock options, stock appreciation rights, and similar instruments
and the vesting of restricted stock, restricted stock units and similar instruments, for fiscal year 2025.
FISCAL YEAR 2025 OPTION EXERCISES AND STOCK VESTED
OPTION AWARDS
STOCK AWARDS
Name
Number of
Shares Acquired on Exercise (#)
Value Realized on Exercise ($)
Number of
Shares Acquired on Vesting (#)
Value
Realized on Vesting ($)
Xiaobin Liu, CEO
—
—
—
—
Min Li, CFO
—
—
—
—
Naihui Miao, COO
—
—
—
—
Compensation Committee Interlocks and Insider
Participation
Compensation Committee Interlocks and Insider Participation
We are a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Compensation of Directors
The following table sets forth information regarding
compensation of each director, excluding our executive directors, Xiaobin Liu and Naihui Miao, who do not receive compensation in their
capacity as executive directors, for fiscal year 2025.
FISCAL YEAR 2025 DIRECTOR COMPENSATION
Change in
Pension Value
and
Fees Earned
Stock
Option
Non-Equity Incentive Plan
Nonqualified Deferred
All Other
or Paid in
Awards
Awards
Compensation
Compensation
Compensation
Name
Cash ($)
($)(1)
$
($)
Earnings ($)
($)
Total ($)
Qiang Liu
$
—
—
—
—
—
—
$
—
Yibo Yang
10,243
—
—
—
—
—
10,243
Shitong Jiang
—
9,300
—
—
—
—
9,300
Yang Zou(2)
—
1,400
—
—
—
—
1,400
Shengwei Ma
—
9,300
—
—
—
—
9,300
Dongshan Wang
9,300
9,300
(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].
61
Pursuant to the terms of their
director agreements, each of our independent directors, receive 1,000 shares of our restricted common stock on an annual basis. The grant
of restricted common stock is contingent upon the director’s continued service with the Company. We do not pay any cash compensation
to the independent directors.
Certain Relationships and Related Transactions
It is our policy to not enter
any transaction (other than compensation arrangements in the ordinary course) with any director, executive officer, employee, or principal
stockholder or party related to them, unless authorized by a majority of the directors having no interest in the transaction, upon a favorable
recommendation by the Audit Committee (or a majority of its disinterested members).
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The
following table sets forth certain information regarding beneficial ownership of Common Stock, as of the date of this annual report,
by each of Company’s directors and executive officers; all executive officers and directors as a group, and each person known to
Company to own beneficially more than 5% of Company’s Common Stock. 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)
Number of Shares
Percent of Class
Xiaobin Liu (CEO and Chairman)
43,812
(2)
2.4 %
Yibo Yang (Director)
—
—
Min Li (CFO)
43,812
(2)
2.4 %
Naihui Miao (COO)
43,812
(2)
2.4 %
Shengwei Ma (Director)
2,400
(3)
*
Qiang Liu (Director)
—
(4)
*
Shitong Jiang (Director)
2,600
(5)
*
Dongshan Wang (Director)
2,300
(6)
*
All Directors and Executive Officers as a Group (eight persons)
138,736
7.7 %
Wenxiang Yu
101,595
(7)
5.6 %
Shandong Haoyuan Industry Group Ltd.
82,495
(7)
4.6 %
Ming Yang
198,568
(8)
11.0 %
* 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.
(2) Consists of 43,812 shares held by each individual.
(3) Consists of 2,400 shares held by Mr. Ma.
(4) Consists of none shares held by Mr. Liu.
(5) Consists of 2,600 shares held by Mr. Jiang.
(6) Consists of 2,300 shares held by Mr. Wang.
(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 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’s son. Mr. 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.
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
2025 Plan.
62
Securities Authorized for Issuance under Equity Compensation
Plans
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
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))
(a)
(b)
(c)
Equity compensation plans approved by security
—
—
14,000
Equity compensation plans not approved by
—
—
—
Total
—
—
14,000
Item 13. Certain Relationships and Related Transactions,
Director Independence Certain Relationships and Related Transactions
Our policy is that a contract
or transaction either between the Company and a director, or between a director and another company in which he is financially interested
is not necessarily void or void-able if the relationship or related party transactions are approved or ratified by the Audit Committee.
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
Our Board of Directors is charged
with reviewing and approving all potential related party transaction whether or not such transactions exceed $120,000. We have not adopted
other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Director Independence
The Board has determined that
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. Securities
Exchange Act of 1934, as amended.
Item 14. Principal Accounting Fees and Services Audit
Fees
Our independent
public accounting firm is GGF CPA LTD. , Level 3, Shop 119 No. 20, Jingang Avenue, Nansha District, Guangzhou, Guangdong , PCAOB Auditor
ID 2729.
The aggregate fees billed to the Company by its principal
accountant for the last two fiscal years were as follows:
Fees
2024
2025
Audit Fees
$ 188,000
$ 188,000
Audit Related Fees
—
—
Tax Fees
—
—
All Other Fees
—
—
Total
188,000
188,000
This category consists of fees
for the audit of our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and
services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings
or engagements for those fiscal years.
Audit Fees
This category consists of fees
for the audit of our annual financial statements, review of the financial statements included in our quarterly reports on Form 10-Q and
services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings
or engagements for those fiscal years.
63
Audit-Related Fees
This category consists of services
by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are
not reported above under Audit Fees. This category includes accounting consultations on transaction and proposed transaction related matters.
There were no such fees incurred by the Company in the years ended December 31, 2025 and 2024.
Tax Fees
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.
All Other Fees
There are no other fees to disclose.
Pre-Approval of Services
The Audit Committee appoints
the independent accountant each year and pre-approves the audit services. The Audit Committee chair is authorized to pre-approve specified
non-audit services for fees not exceeding specified amounts, if he promptly advises the other Audit Committee members of such approval.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statements and Schedules
(1) Financial Statements – The financial statements filed as part of this filing
are listed on the index to the Financial Statements and Supplementary Data, Item 8 of Part II, on page F-1.
(2) Financial Statement Schedules – “Schedule I – Parent Only Financial
Information” filed as part of this filing is listed on the Financial Statements and Supplementary Data, Item 8 of Part II, on pages
S-1 and S-2. All other financial statement schedules have been omitted because they are not applicable, or the information required is
set forth in the Consolidated Financial Statements or related notes thereto.
(b) Exhibit Index
2.1 Agreement and Plan of Merger dated December 10, 2006, among the Registrant, DFAX Acquisition vehicle, Inc., Upper Class Group Limited and the shareholders of UCG, incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on December 12, 2006.
2.2 Share Exchange Agreement among the Registrant, Upper Class Limited, Shouguang Yuxin Chemical Industry Company Limited and shareholders of Shouguang Yuxin Chemical Industry Company Limited, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 9, 2007.
2.3 Agreement and Plan of Merger dated November 24, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
3.1 Articles of Incorporation of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 1, 2015.
3.2 Bylaws of Gulf Resources Inc., incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8- K filed on December 1, 2015.
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.
64
10.1 Taiwan Island Ecological Culture City Project Demolition Compensation Agreement for Factory #6, dated November 25, 2016, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on November 29, 2016.
10.2 Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Xiaobin Liu, incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 1, 2022.
10.3 Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Min Li, incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed on December 1, 2022.
10.4 Stock Repurchase Agreement dated as of November 30, 2022 by and between the Company and Naihui Miao, incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K, filed on December 1, 2022.
10.5 Crude Salt Field Acquisition Agreement dated as of June 26, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang Qingshuibo Farm Co., LTD., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on July 2, 2024.
10.6 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed on July 2, 2024 .
10.7 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K, filed on July 2, 2024.
10.8 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.4 to the Registrant’s current report on Form 8-K, filed on July 2, 2024.
10.9 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.5 to the Registrant’s current report on Form 8-K, filed on July 2, 2024.
10.10 Amendment to Crude Salt Field Acquisition Agreement dated as of June 26, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang Qingshuibo Farm Co., LTD., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.
10.11 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.
10.12 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.3 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.
10.13 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.4 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.
10.14 Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. 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.
16.1 Letter from Morison Cogen LLP, dated July 7, 2021, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K, filed on July 7, 2021.
16.2 Letter from WWC, P.C., dated April 16, 2024, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K, filed on April 16, 2024.
19. 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.*
24. 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. *
31.2 Certification pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
97.1 Clawback Policy, incorporated by reference to Exhibit 97.1 to the Registrant’s annual report on Form 10-K, filed on September 27, 2024.
104 Cover Page
Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)*
* Filed herewith.
Item 16. Form 10-K Summary.
Not applicable.
65
SIGNATURES
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.
Date: August 17, 2026
By:
/s/ Xiaobin Liu
By: Xiaobin Liu
Title: Chief Executive Officer
By:
/s/ Min Li
By: Min Li
Title: 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.
SIGNATURE
TITLE
DATE
/s/ Xiaobin Liu
August 17, 2026
Xiaobin Liu
/s/ Min Li
Chief Executive Officer and Director
(Principal Executive Officer)
August 17, 2026
Min Li
/s/ Yibo Yang
Chief Financial Officer
(Principal Financial and Accounting Officer)
August 17, 2026
Yibo Yang
/s/ Naihui Miao
Director
August 17, 2026
Naihui Miao
/s/ Dongshan Wang
Director
August 17, 2026
Dongshan Wang
/s/ Qiang Liu
Director
August 17, 2026
Qiang Liu
/s/ Sheng Wei Ma
Director
August 17, 2026
Sheng Wei Ma
/s/ Shi Tong Jiang
Director
August 17, 2026
Shi Tong Jiang
Director
66
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.