UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 001-34499
GULF RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada
13-3637458
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Level 11 , Vegetable Building , Industrial Park of the East City ,
Shouguang City , Shandong , China
262700
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: +86 ( 536 )
567-0008
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol (s)
Name of each exchange on which registered
Common Stock, $0.0005 par value
GURE
NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically,
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
As of August 28, 2026, the registrant had outstanding shares of common
stock 1,813,531 , excluding 28,583 shares of treasury stock.
Table
of Contents
Part I – Financial Information
Item 1. Financial Statements
1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3. Quantitative and Qualitative Disclosures about Market Risk
30
Item 4. Controls and Procedures
31
Part II – Other Information
Item 1. Legal Proceedings
31
Item 1A. Risk Factors
32
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
39
Item 3. Defaults Upon Senior Securities
39
Item 4. Mine Safety Disclosures
39
Item 5. Other Information
39
Item 6. Exhibits
39
Signatures
40
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE
SHEETS
(Expressed in U.S. dollars)
March 31,
December 31,
2026 (Unaudited)
2025
(Audited)
Current Assets
Cash
$ 6,537,505
$ 3,793
Accounts receivable, net
2,674,441
3,269,420
Inventories, net
444,472
562,817
Prepayments and deposits
4,214,805
3,940,045
Amounts due from related parties
15,897
22,763
Other receivables
11,709,769
16,771,928
Total current assets
25,596,889
24,570,766
Non-Current Assets
Property, plant and equipment, net
60,102,976
61,944,100
Finance lease right-of use assets
41,054,305
41,140,331
Operating lease right-of-use assets
5,621,918
5,669,794
Prepaid land leases, net of current portion
409,890
406,819
Deferred tax assets, net
—
—
Total non-current assets
107,189,089
109,161,044
Total Assets
132,785,978
133,731,810
Liabilities and Stockholders’ Equity
Current Liabilities
Short-term bank borrowing
$ 5,272,057
$ 2,845,400
Accounts payable and accrued expenses
2,171,025
1,882,367
Accrued liabilities
507,587
499,688
Taxes payable-current
456,137
365,499
Amount due to related parties
1,903,703
1,896,831
Finance lease liability, current portion
251,900
228,918
Operating lease liabilities, current portion
382,599
523,847
Total current liabilities
10,945,008
8,242,550
Non-Current Liabilities
Finance lease liability, net of current portion
5,299,635
5,175,628
Operating lease liabilities, net of current portion
6,595,176
6,491,100
Long-term bank borrowing
—
2,344,610
Total non-current liabilities
11,894,811
14,011,338
Total Liabilities
22,839,819
22,253,888
Stockholders’ Equity
PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding
—
—
COMMON STOCK; $ 0.0005 par value;
80,000,000 shares authorized; 1,712,114
and 1,568,114 shares issued; and 1,683,531
and 1,539,531 shares outstanding as of March 31, 2026 and
December 31, 2025, respectively
856
784
Treasury stock; 28,583 shares as of March 31, 2026 and December 31, 2025 at cost
( 1,372,673 )
( 1,372,673 )
Additional paid-in capital
106,441,150
105,927,142
Retained earnings unappropriated
( 11,452,728 )
( 7,526,347 )
Retained earnings appropriated
26,667,097
26,667,097
Accumulated other comprehensive loss
( 10,337,543 )
( 12,218,081 )
Total Stockholders’ Equity
109,946,159
111,477,922
Total Liabilities and Stockholders’ Equity
$ 132,785,978
$ 133,731,810
(1) The shares and per share data are presented on a retroactive basis to reflect the stock split.
See accompanying notes to the
condensed consolidated financial statements.
1
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME (LOSS)
(Expressed in U.S. dollars)
Three-Month Period Ended March 31,
2026 (Unaudited)
2025 (Unaudited)
NET REVENUE
$ 2,368,626
$ 1,604,447
OPERATING COSTS AND EXPENSE
Cost of revenues
( 2,353,412 )
( 1,594,270 )
Sales and marketing expenses
( 5,448 )
( 5,053 )
Direct labor and factory overheads incurred during plant shutdown
( 2,743,262 )
( 3,225,808 )
General and administrative expenses
( 1,323,101 )
( 1,389,523 )
TOTAL OPERATING COSTS AND EXPENSE
( 6,425,223 )
( 6,214,654 )
LOSS FROM OPERATIONS
( 4,056,597 )
( 4,610,207 )
OTHER INCOME (EXPENSE)
Interest expense
( 123,444 )
( 21,722 )
Interest income
253,660
2,429
LOSS BEFORE INCOME TAXES
( 3,926,381 )
( 4,629,500 )
INCOME TAX EXPENSE
—
—
NET LOSS
$ ( 3,926,381 )
$ ( 4,629,500 )
COMPREHENSIVE INCOME (LOSS):
NET LOSS
$ ( 3,926,381 )
$ ( 4,629,500 )
OTHER COMPREHENSIVE INCOME
- Foreign currency translation adjustments
1,880,538
222,016
TOTAL COMPREHENSIVE LOSS
$ ( 2,045,843 )
$ ( 4,407,484 )
BASIC AND DILUTED LOSS PER SHARE (1)
$ ( 2.48 )
$ ( 3.90 )
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES (1) :
1,582,931
1,187,413
(1) The shares and per share data are presented on a retroactive basis
to reflect the stock split.
(1)
The shares and per share data are presented on a retroactive basis
to reflect the stock split.
See accompanying
notes to the condensed consolidated financial statements.
2
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’
EQUITY
THREE-MONTH PERIOD ENDED MARCH 31, 2026
(Expressed in U.S. dollars)
Common stock
Number of shares issued
Number of shares outstanding
Number of treasury stock
Amount
Treasury stock
Share
to be issued
Additional paid-in capital
Retained earnings unappropriated
Retained earnings appropriated
Accumulated other comprehensive
Income(loss)
Total
BALANCE AT DECEMBER 31, 2025 (Audited)
1,568,114
1,539,531
28,583
$ 784
$ ( 1,372,673 )
$ —
$ 105,927,142
$ ( 7,526,347 )
$ 26,667,097
$ ( 12,218,081 )
$ 111,477,922
Restricted shares issued for services
—
—
—
—
—
—
—
—
—
—
—
Currency translation adjustment
—
—
—
—
—
—
—
—
—
1,880,538
1,880,538
Issuance of Private Placement Units
144,000
144,000
—
72
—
—
514,008
—
—
—
514,080
Net loss for three-month period ended March 31, 2026
—
—
—
—
—
—
—
( 3,926,381 )
—
—
( 3,926,381 )
BALANCE AT MARCH 31, 2026 (Unaudited)
1,712,114
1,683,531
28,583
$ 856
$ ( 1,372,673 )
$ —
$ 106,441,150
$ ( 11,452,728 )
$ 26,667,097
$ ( 10,337,543 )
$ 109,946,159
Common stock
Number of shares issued (1)
Number of shares outstanding (1)
Number of treasury stock (1)
Amount (1)
Treasury stock
Share
to be issued
Additional paid-in capital (1)
Retained earnings unappropriated
Retained earnings appropriated
Accumulated other comprehensive
Income(loss)
Total
BALANCE AT DECEMBER 31, 2024 (Audited) (Restated)
1,120,145
1,091,562
28,583
$ 560
$ ( 1,372,673 )
$ 194,700
$ 101,712,325
$ 36,393,884
$ 26,667,097
$ ( 20,783,318 )
$ 142,812,575
Restricted shares issued for services
56,000
56,000
—
28
—
( 194,700 )
390,772
—
—
—
196,100
Acquisition of assets
205,969
205,969
—
103
—
—
3,089,438
—
—
—
3,089,541
Currency translation adjustment
—
—
—
—
—
—
—
—
—
222,016
222,016
Net loss for three-month period ended March 31, 2025
—
—
—
—
—
—
—
( 4,629,500 )
—
—
( 4,629,500 )
BALANCE AT MARCH 31, 2025 (Unaudited)
1,382,114
1,353,531
28,583
$ 691
$ ( 1,372,673 )
$ —
$ 105,192,535
$ 31,764,384
$ 26,667,097
$ ( 20,561,302 )
$ 141,690,732
Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings Unappropriated
Accumulated Other Comprehensive Income (Loss)
Share to be Issued
(1) The shares and per share data are presented on a retroactive basis
to reflect the stock split.
(1)
The shares and per share data are presented on a retroactive basis
to reflect the stock split.
See accompanying notes to the condensed consolidated financial statements.
3
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
(UNAUDITED)
Three-Month Period Ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss
$ ( 3,926,381 )
$ ( 4,629,500 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization on capital lease
61,290
21,722
Depreciation and amortization
3,360,131
4,003,524
Amortization of operating lease right-of-use assets
222,161
217,801
Amortization of finance lease right-of-use asset
733,298
—
Stock-based compensation expense
—
196,100
Bad debt expense
( 3,236 )
—
Accrued interest receivable
( 6,700 )
—
Changes in assets and liabilities:
Accounts receivable
647,174
( 1,549,443 )
Inventories
126,706
( 139,285 )
Prepayments and deposits
( 211,577 )
( 7,340 )
Other receivables
( 389 )
( 31,987 )
Accounts and other payable and accrued expenses
236,672
401,190
Taxes payable
84,502
162,411
Lease liabilities
( 232,677 )
( 225,321 )
Net cash provided by (used in) operating activities
1,090,974
( 1,580,128 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
( 515,413 )
—
Repayments for loans to third parties
5,544,810
—
Net cash provided by investing activities
5,029,397
—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of private placement units
280,172
—
Proceeds from interest-free loan from a related party
7,195
—
Net cash provided by financing activities
287,367
—
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
125,974
28,011
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
6,533,712
( 1,552,117 )
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
3,793
10,075,162
CASH AND CASH EQUIVALENTS - END OF PERIOD
$ 6,537,505
$ 8,523,045
Periods Ended March 31,
2026
2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the three-month period ended March 31, for:
Paid for taxes
$ 110,858
$ 77,386
Interest paid
$ 98,940
$ 21,722
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See accompanying notes to the condensed consolidated financial statements.
4
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation and Consolidation
The accompanying unaudited consolidated
financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries
(collectively, the “Company”).
The consolidated financial
statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company
incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong
Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of
Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”), Daying County Haoyuan Chemical Company Limited
(“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”). All material intercompany transactions have
been eliminated on consolidation.
On December 22, 2025, SYCI was sold.
(b) Nature of Business
The Company manufactures and
trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures
and trades crude salt through its wholly owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides,
paper manufacturing industry and for human and animal antibiotics through its wholly- owned subsidiary, Shouguang Yuxin Chemical Industry
Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore
and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC’s business commenced trial operation
in January 2019 but suspended production temporarily in May 2019 as required by the government to obtain project approval (see Note 1
(b)(iii)).
(i) Bromine and Crude Salt Segments
In February 2019, the Company
received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and
could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.
On November 25, 2019, the
government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the Company’s
bromine facilities, including Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019 to February 10,
2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to postpone the
commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental
authority allowing the Company to resume production after the winter temporary closure. Further, the Company received another
approval from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its
bromine factories No. 1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control
(the “March 2020 Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid-March 2020
and commercial production on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020. The
Company received verbal notification from the government regarding Factory No. 8, allowing it to recommence production in August
2022. Factory No. 8 began contributing revenue in the fourth quarter of 2022.
The Company is awaiting governmental
approval for Factories No. 2 and No. 10. To our knowledge, the government is finalizing plans for all mining areas, including flood prevention
measures. As a result, we may be required to make certain modifications to our existing wells and aqueducts prior to commencement of operations
of these factories in order to satisfy the local government's requirements.
Pursuant to the notification
from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February
1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities
during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023 as planned.
In April 2022, Shouguang Hengde Salt Industry Co. Ltd,
our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response
to a new government policy that required bromine and crude salt companies to have separate registrations. The creation of this subsidiary
and the separation of bromine and crude salt does not impact sales or overall profits. However, the establishment of this subsidiary has
resulted in a reallocation of costs between bromine and crude salt.
5
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(ii) Chemical Segment
On November 24, 2017, the Company
received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production
plants located in the second living area of the Qinghe Oil Extraction to the Bohai Marine Fine Chemical Industrial Park (“Bohai
Park”). This is because the two plants are located in a residential area and their production activities will impact the living
environment of the residents. This is as a result of the country’s effort to improve the development of the chemical industry, manage
safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents.
All chemical enterprises which do not comply with the requirements of the safety and environmental protection regulations will be ordered
to shut down.
In December 2017, the Company
secured from the government the land use rights for its chemical plants located at Bohai Park and in June 2018, the Company presented
a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company
received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical
factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June
2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply
chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and
beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with
the government have convinced management that the electricity restrictions are being eased. Accordingly, the Company has contacted its
suppliers and will have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing
and trial production.
The Company believes this relocation process
will cost approximately $ 69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees
related to the design of the new chemical factory, and progress payments and deposits for the construction of the new factory
building in the amount of $ 45,584,344 and $ 45,584,344 , which were recorded in the prepaid land leases, prepayments and deposits and
property, plant and equipment in the consolidated balance sheets as of March 31, 2026 and December 31, 2025.
On December 10, 2025, SCHC entered
into an equity transfer agreement with Shandong Rongyuan Pharmaceutical Co., Ltd. and SYCI. Pursuant to the agreement, Shandong Rongyuan
Pharmaceutical Co., Ltd. agreed to purchase 100 % of the equity interest in SYCI for an aggregate consideration of RMB 21.2 million (US$
2,999,304). The transaction was completed on December 22, 2025.
(iii) Natural Gas Segment
In January 2017, the Company
completed the first brine water and natural gas well field construction in Daying located in Sichuan Province, China, and commenced trial
production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County,
Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural
gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related
land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in
Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining
license for bromine and natural gas, respectively. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in
Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020,
which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in the natural gas production. The Company
plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental
planning has been finalized.
(c) Use of Estimates
The Company’s consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and
this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most
significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective
judgments include, but are not limited to, useful lives of property, plant and equipment, recoverability of long-lived assets, determination
of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts,
recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation
of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.
6
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(d) Cash and Cash Equivalents
Cash and cash equivalents consist
of all cash balances and highly liquid investments with original maturities of three months or less. Because of short maturity of these
investments, the carrying amounts approximate their fair values.
(e) Accounts receivable and Allowance for Doubtful Accounts
Accounts receivable is stated
at cost, net of allowance for doubtful accounts. The normal credit term extended to customers ranges between 90 and 180 days. The company
reviews all receivables that exceed the term. The Company establishes an allowance for doubtful accounts based on management’s assessment
of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of allowance
and the Company considers the historical level of credit losses. The Company makes judgments about the credit worthiness of each customer
based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.
If the financial condition of the customer begins to deteriorate, resulting in their inability to make payments within credit term provided,
an allowance may be required.
As of March 31, 2026 and December
31, 2025, the provision for doubtful debts was $ 13,440 and $ 16,430 , respectively. The reversal for doubtful accounts in the consolidated
statements of comprehensive income (loss) for the period ended March 31, 2026 was $ 3,236 .
(f) Concentration of Credit Risk
The Company is exposed to credit
risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the
Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank
of China Limited, China Merchants Bank Company Limited, Sichuan Rural Credit Union, Bank of China Limited and Shandong Shouguang Rural
Commercial Bank Co., Ltd., which are not insured or otherwise protected. The Company placed $ 6,537,505 and $ 3,793 with these institutions
as of March 31, 2026 and December 31, 2025, respectively. The Company has not experienced any losses in such accounts in the PRC.
Concentrations of credit risk
with respect to accounts receivable exists as the Company sells a substantial portion of its products to a limited number of customers.
However, such concentrations of credit risks are limited since the Company performs ongoing credit evaluations of its customers’
financial condition and extends credit terms as and when appropriate.
(g) Inventories
Inventories are stated at the
lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise
direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling
price less costs to complete and selling expenses.
7
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(h) Advances to suppliers, net
Advances to suppliers are stated at
the original amount less an allowance for doubtful account.
Advances to suppliers primarily
consist of prepayments for purchase of raw materials and equipment for production purposes. The Company reviews its advances to suppliers
on a periodic basis and determines the adequacy of provision when amounts outstanding are not likely to be collected in cash or utilized
against receive of products. An allowance for doubtful is recorded in the period in which the Company cash collection or receipts of products
is remote.
(i) Property, Plant and Equipment
Property, plant and equipment
are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures
for betterment of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line
method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair
and maintenance costs are expensed as incurred.
Mineral rights are recorded at
cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the
equivalent term under the units of production method, whichever is shorter.
Construction in process primarily
represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property,
plant and equipment upon completion and depreciation will commence when the completed assets are placed in service.
The Company’s depreciation
and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows:
Basis of Presentation and Summary of
Significant Accounting Policies - Schedule of Property, Plant and Equipment Useful Life
Minimum
Maximum
Useful life (in years)
Mineral rights
50
Leasehold Improvements Leasehold Improvements
8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)
3 - 8
Motor vehicles Motor Vehicles
5
Furniture, fixtures and equipment
3 - 8
Producing oil and gas properties
are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service
production directly attributed to designated oil and gas properties are depreciated based on the proved developed reserves of the respective
oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties
are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects
are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of
depreciation.
(j) Asset Retirement Obligation
The Company follows Financial
Accounting Standards Board Accounting Standards Codification (“FASB ASC”), which established a uniform methodology for accounting
for estimated reclamation and abandonment costs. FASB ASC 410 requires the fair value of a liability for an asset retirement obligation
to be recognized in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. When
the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the
related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the
amount of cash paid, a gain or loss upon settlement is recorded.
8
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Currently, there are no reclamation
or abandonment obligations associated with the land being utilized for exploitation by the bromine and crude salt factories. Also, for
the two chemical plants that are to be relocated, currently, there are no obligations to restore the land to its original condition.
(k) Recoverability of Long-lived Assets
In accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35 ” Impairment or
Disposal of Long-lived Assets” , long-lived assets to be held and used are analyzed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are
no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible
impairment.
The Company determines the existence
of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to
the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the
asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or
fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset
that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived
assets to their estimated salvage value in connection with the decision to dispose of such assets.
For the three-month period ended March
31, 2026 and 2025, the Company recognized impairment of long-lived assets of 0 nil.
(l) Retirement Benefits
Pursuant to the relevant laws and regulations
in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization.
The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions
under the retirement plans are charged to the consolidated statement of comprehensive income (loss) on an accrual basis when they are
due. The Company’s contributions totaled $ 107,657 and $ 173,485 for the three-month period ended March 31, 2026 and 2025, respectively.
9
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(m) Mineral Rights
The Company follows FASB ASC 805
“Business Combinations” that certain mineral rights are considered tangible assets and that mineral rights should be accounted
for based on their substance. Mineral rights are included in property, plant and equipment.
(n) Leases
The Company determines if an arrangement
is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease
liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities
in the consolidated balance sheets.
ROU assets represent the Company’s
right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments
arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present
value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily
determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has elected not to recognize
operating lease ROU assets and liabilities arising from short-term lease.
Finance leases are initially
recorded at the net present value of future minimum lease payments, which includes certain lease and non- lease components. Finance leases
generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term,
2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the
major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially
all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the
lessor after the lease term. Finance Lease Assets are presented separately on the Consolidated Balance Sheets.
(o) Basic and Diluted Earnings per Share of Common Stock
Basic earnings per common stock
are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using
weighted average number of common stocks plus dilutive common stock equivalents outstanding during the period. Potential common stocks
that would have the effect of increasing diluted earnings per stock are considered to be anti- dilutive, i.e. the exercise prices of the
outstanding stock options were greater than the market price of the common share. Anti-dilutive common stock equivalents which were excluded
from the calculation of number of dilutive common stock equivalents amounted to 0 share for the three-month periods ended March 31, 2026 and 2025. These
awards could be dilutive in the future if the market price of the common stock increases and is greater than the exercise price of these
awards.
(p) Reporting Currency and Translation
The financial statements of the
Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency;
whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).
10
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
As such, the Company uses the
“current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency
Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the
balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance
sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive income
(loss). The statement of comprehensive income (loss) is translated at average rate during the reporting period. Gains or losses resulting
from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general
and administrative expense. The statement of cash flows is translated at average rate during the reporting period, with the exception
of the consideration paid for the acquisition of business which is translated at historical rates.
(q) Revenue Recognition
Net revenue is net of discount and value added
tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized at a point in time when the control
of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to
receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of
the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers
have no rights to return the goods upon acknowledgement of receipt of goods. Customers typically pay after the Company delivers and
transfers the products to them in accordance to terms set forth in their contract. Revenue from contracts with customers is
disaggregated in Note 20.
(r) Income Taxes
The Company accounts for income
taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred
income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences
between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are
measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected
to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is
more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance
also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an
uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on
its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision
for income tax in the consolidated statement of comprehensive income (loss).
(s) Exploration Costs
Exploration costs, which included
the cost of researching for appropriate places to drill wells and the cost of well drilling in search of potential natural brine or other
resources, are charged to the income statement as incurred. Once the commercial viability of a project has been confirmed, all subsequent
costs are capitalized.
11
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
For oil and gas properties, the
successful efforts method of accounting is adopted. The Company carries exploratory well costs as an asset when the well has found a sufficient
quantity of reserves to justify its completion as a producing well and where the Company is making sufficient progress assessing the reserves
and the economic and operating viability of the project. Exploratory well costs not meeting these criteria are charged to expenses. Exploratory
wells that discover potentially economic reserves in areas where major capital expenditure will be required before production would begin
and when the major capital expenditure depends upon the successful completion of further exploratory work remain capitalized and are reviewed
periodically for impairment.
(t) Fair Value Measurement
The Company applies Accounting
Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a
framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value
as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date
in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy
of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy
is as follows:
Level 1 inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation
methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs
that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable
and significant to the fair value.
The carrying amounts of the Company’s
financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments
include cash, accounts receivable, amounts due to related parties, short-term borrowing, long-term borrowing, other receivables,
accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of March 31,
2026 and December 31, 2025.
(u) Loss Contingencies
The Company accrues for loss
contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated
damage liabilities, when such liabilities become probable and reasonably able to be estimated. Such estimates may be based on advice from
third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in income (loss) in the period in
which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect
to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous
estimates.
(v) Stock-based Compensation
The Company accounts for stock-based
compensation under the provisions of FASB ASC 718, Compensation Stock Compensation, which requires the measurement and recognition
of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The
Company estimates the fair value of stock-based awards on the date of grant using the Black- Scholes model. The value of the portion of
the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.
In June 2018, the FASB issued ASU No. 201807, Compensation - Stock Compensation (Topic 7 I8), Improvements to Nonemployee
Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions
for acquiring goods and services from non-employees. Prior to this Update, Topic 718 applied only to share-based transactions to employees.
Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the
scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good
has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments
have been satisfied. The Company has elected to account for the forfeiture of stock-based awards as they occur.
(w) New Accounting Pronouncements
Recent accounting pronouncements adopted
There was no recent accounting pronouncements adopted for the three
months ended March 31, 2026.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No.
2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which
requires disaggregated disclosure of income statement expenses for public business entities. The objective of ASU 2024-03 is to
“address requests from investors for more detailed information about the types of expenses . . . in commonly presented expense
captions (such as cost of sales, selling, general, and administrative expenses, and research and development).” Investors
advised the FASB that “disclosure of disaggregated information about expenses is critically important in understanding an
entity’s performance, assessing an entity’s prospects for future cash flows, and comparing an entity’s performance
over time and with that of other entities.” ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific
expenses by requiring public entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the
income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3)
depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of
oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other
expenses, when applicable. The ASU does not change or remove existing expense disclosure requirements; however, it may affect where
that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for all public entities for fiscal
years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption
is permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements.
In July 2025, the FASB issued
ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets.
The ASU addresses challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current
accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.
The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within
those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on
the Company’s consolidated financial statements.
12
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 2 – ACCOUNTS RECEIVABLE, NET
Accounts receivable net consist of:
Accounts Receivable, Net -
Schedule of Accounts Receivable
March 31,
December 31,
2026
2025
Accounts receivable
$ 2,687,881
$ 3,285,850
Allowance for doubtful debt
( 13,440 )
( 16,430 )
$ 2,674,441
$ 3,269,420
The overall accounts receivable balance as of
March 31, 2026 decreased by $ 594,979 , as compared to those of December 31, 2025. The decrease in accounts receivable is due to the decrease in sales
revenue. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit
evaluation on the financial condition of our customer.
NOTE 3 – INVENTORIES
Inventories consist of:
Inventories - Schedule of Inventories, Current
March 31,
December 31,
2026
2025
Raw materials
$ 56,109
$ 20,079
Finished goods
388,363
838,360
Less: impairment
—
( 295,622 )
Inventories, net
$ 444,472
$ 562,817
The Company recorded impairment charges for slow moving inventory
in the amounts of nil 0 for the three months ended March 31, 2026 and 2025.
NOTE 4 – PREPAYMENTS AND DEPOSITS, NET
Prepayments and deposits consisted of the following:
Prepayments and
Deposits, Net - Schedule of Prepayments and Deposits, Net
March 31,
December 31,
2026
2025
Prepayments and deposits
$ 4,214,805
$ 5,625,945
Provision for impairment
—
( 1,685,900 )
Prepayments and deposits, net
$ 4,214,805
$ 3,940,045
For the three months ended March 31, 2026 and 2025, the Company recognized
provision of nil for the prepayments and deposits.
NOTE 5 – OTHER RECEIVABLES, NET
Other receivables consisted of the following:
Other Receivable, Net - Schedule of Other Receivable
March 31,
December 31,
2026
2025
Loan receivable (1)
$ 9,020,630
$ 14,355,283
Proceeds receivable from sale of subsidiary (2)
2,454,280
2,416,086
Other
234,859
559
Other receivables, net
$ 11,709,769
$ 16,771,928
(1) During the year ended December 31, 2025, the Company entered into five borrowing arrangements with a third party for an aggregate principal amount of $14,383,955, bearing interest at 9% per annum. Certain borrowings were guaranteed by individuals or entities or secured by certain assets. As of March 31, 2026, the outstanding balance of these borrowings and the associated interests were $8,815,666 and $204,964, respectively.
To date, all of the above borrowings, including the related accrued interest, had been fully repaid.
(2) The amount represents the receivable from the sale of SYCI, which is
due in December, 2026 from Shandong Rongyuan Pharmaceutical Co., Ltd.
13
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property,
plant and equipment, net consist of the following:
Property, Plant and Equipment, Net - Schedule of Property, Plant and Equipment
March 31,
December 31,
2026
2025
At cost:
Mineral rights
$ 2,787,202
$ 2,743,826
Leasehold Improvements
13,806,026
13,053,292
Plant and machinery
126,813,783
125,170,996
Furniture, fixtures and office equipment
846,215
833,046
Motor vehicles
30,071
29,603
Construction in process
16,801
—
Total
144,300,098
141,830,763
Less: Accumulated depreciation and amortization
( 83,904,706 )
( 79,598,798 )
Less: Impairment
( 292,416 )
( 287,865 )
Net book value
$ 60,102,976
$ 61,944,100
The rollforward of property, plant and equipment, net were as follows:
Property, Plant and
Equipment, Net - Schedule of Rollforward of Property, Plant and Equipment
December
31, 2025
Remodel
of Brine Well (a)
Remodel of Chlorine Gas
Shed (b)
Depreciation
(c)
Foreign
currency
translation
March
31, 2026
At cost:
Mineral rights
2,743,826
—
—
—
43,376
2,787,202
Leasehold Improvements
13,053,292
—
544,075
—
208,659
13,806,026
Plant and machinery
125,170,996
( 334,596 )
—
—
1,977,383
126,813,783
Furniture, fixtures and office equipment
833,046
—
—
—
13,169
846,215
Motor vehicles
29,603
—
—
—
468
30,071
Construction in progress
—
16,730
—
—
71
16,801
Total
141,830,763
( 317,866 )
544,075
—
2,243,126
144,300,098
Less: Accumulated depreciation and amortization
( 79,598,798 )
317,866
4,221
( 3,356,786 )
( 1,271,209 )
( 83,904,706 )
Impairment
( 287,865 )
—
—
—
( 4,551 )
( 292,416 )
Net book value
61,944,100
—
548,296
( 3,356,786 )
967,366
60,102,976
(a) The
Company was undergoing renovation and upgrade work on the brine well,
which remained incomplete as of March 31, 2026. Accordingly, the brine well’s original cost and related accumulated depreciation
were reclassified to construction in progress pending completion of the renovation and upgrade work.
(b) In the first quarter of 2026, the Company completed the renovation and
upgrade project for the chlorine gas shed, at a total cost of $548,296.
(c) During the three months ended
March 31, 2026, depreciation and amortization expense totaled $ 3,356,786 were recorded in direct labor and factory overheads incurred
during plant shutdown, cost of revenue, and general & administrative expenses.
NOTE 7 – FINANCE LEASE RIGHT-OF-USE ASSETS
Property, plant and equipment under finance leases, net consist of the following:
Finance Lease Right-Of-Use Assets - Schedule of Property,
Plant and Equipment Under Finance Leases
March 31,
December 31,
2026
2025
At cost:
Buildings
$ 61,488,091
$ 60,531,168
Total
61,488,091
60,531,168
Less: Accumulated depreciation and amortization
( 20,433,786 )
( 19,390,837 )
Net book value
$ 41,054,305
$ 41,140,331
The above buildings erected on parcels of land
located in Shouguang, PRC, are collectively owned by local townships. The Company has not been able to obtain property ownership certificates
over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land.
During the three months ended March 31, 2026,
depreciation and amortization expense totaled $ 733,298 , which was recorded in direct labor and factory overheads incurred during plant
shutdown, cost of revenue, and general & administrative expenses.
14
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 8 – OPERATING LEASE RIGHT–OF USE ASSETS
The Company has the rights to use certain parcels
of land located in Shouguang, PRC, through lease agreements signed with local townships or the government authority. For parcels of land
that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the
Company cannot obtain land use rights certificates covers a total of approximately 34.93 square kilometers at March 31, 2026.
As of March 31, 2026, the total operating lease right-of-use assets
was $ 5,621,918 .
The total operating lease cost for the three-month period ended March
31, 2026 and 2025 was $ 222,161 and $ 217,801 , respectively.
NOTE 9– BORROWINGS
The company entered into a loan agreement
with Shandong Shouguang Industrial and Commercial Bank Co., Ltd. for a principal amount of $ 2,890,382 , bearing interest at 6.375 % per
annum, with a maturity date of December 26, 2025 . The borrowing was guaranteed by Yang Ming, Yu Wenxiang, and Shouguang Broadcasting and
Television Group Col, Ltd. The borrowing was also secured by land and buildings owned by Shandong Shouguang Vegetable Seed Industry Group
Co., Ltd. The Company paid interest on a monthly basis, however, the principal balance became past due and remained unpaid as of March 31, 2026 due to disputes between the Company and the bank.
The Company entered into a loan agreement
with Shandong Shouguang Rural Commercial Bank Co., Ltd. for a principal amount of $ 2,381,675 , bearing interest at 6.35 % per annum, with
a maturity date of March 26, 2027 . The borrowing was guaranteed by Yang Ming and Yu Wenxiang secured by the 15 th
and 16 th floors of Meilin Building, located in Shouguang, Shandong China, which are owned by Shandong
Shouguang Hongye Economic and Trade Co., Ltd. The Company pays interest monthly and the principal is due at maturity.
NOTE 10 – PAYABLE AND ACCRUED EXPENSES
Payables and accrued expenses consist of the following:
Payable and Accrued
Expenses - Schedule of Accounts Payable and Accrued Liabilities
March 31,
December 31,
2026
2025
Accounts payable
$ 434,275
$ 146,148
Salary payable
166,867
155,257
Social security insurance contribution payable
243,874
240,079
Accrued expense for construction
54,991
526,298
Accrued expense-others (1)
1,271,018
814,585
Total
$ 2,171,025
$ 1,882,367
(1) Accrued expense-others mainly included
accrued professional fees and accrued interest payable that is disputed by the Company in connection with its borrowing from
Shouguang Industrial and Commercial Bank Co., Ltd.
(1)
Accrued expense-others mainly included
accrued professional fees and accrued interest payable that is disputed by the Company in connection with its borrowing from
Shouguang Industrial and Commercial Bank Co., Ltd.
NOTE 11– RELATED PARTY TRANSACTIONS
a) Related
parties
Name of related parties
Position
Ming Yang
Shareholder
XiaoBin Liu
Chief Executive Officer
Min Li
Chief Financial Officer
NaiHui Miao
Chief Operating Officer
Chengdu Dianjinshi Culture media Co., LTD
Affiliated with company officers
b)
March 31,
December 31,
2026
2025
Amount due to related parties:
Ming Yang
$ 426,305
$ 419,671
XiaoBin Liu
887,214
887,214
Min Li
302,736
302,498
NaiHui Miao
287,448
287,448
Total
1,903,703
1,896,831
c)
March 31,
December 31,
2026
2025
Amount due from related parties:
Chengdu Dianjinshi Culture media Co., LTD
$ 15,897
$ 22,763
Total
$ 15,897
$ 22,763
NOTE 12– TAXES PAYABLE
March 31,
December 31,
2026
2025
Value added tax and other taxes payable
$ 456,137
$ 365,499
Total
$ 456,137
$ 365,499
Of the remaining balance as of
March 31, 2026, $ 263,269 was overdue, as notified by the Tax Bureau in a Tax Matters Notice. The overdue amount was attributable to certain
value-added tax invoices issued by the Company's upstream suppliers during 2018 and 2019 that were subsequently identified as abnormal
deductions in the tax authorities' system.
NOTE 13 – LEASE LIABILITIES - FINANCE AND OPERATING LEASE
The components of finance lease liabilities were as follows:
Lease
Liabilities - Finance and Operating Lease - Schedule of Finance Leased Liabilities
March 31,
December 31,
2026
2025
Total finance lease liability
$ 5,551,535
$ 5,404,546
Less: Current portion
( 251,900 )
( 228,918 )
Finance lease liability, net of current portion
$ 5,299,635
$ 5,175,628
The financing lease includes
one contract with a lease term from January 1, 2011 to December 31, 2030, and five contracts with the lease term from June 29, 2024 to
June 28, 2044. All contracts have a non-cancellable lease period of 20 years, and the company has the right to preferentially renew the
lease contract under the same conditions upon the contract expires. However, the Company will decide whether to renew the lease based on
the market operation situation upon the expiration.
The components of operating lease liabilities are as follows:
Lease Liabilities - Finance and Operating Lease - Schedule of
operating Lease Liabilities
March 31,
December 31,
2026
2025
Total Operating lease liabilities
$ 6,977,775
$ 7,014,947
Less: Current portion
( 382,599 )
( 523,847 )
Operating lease liabilities, net of current portion
$ 6,595,176
$ 6,491,100
The components of lease cost were as follows:
Lease Liabilities -
Finance and Operating Lease - Schedule of Lease Cost
Three-Month Period Ended March 31,
2026
2025
Finance lease cost:
- Amortization of right-of-use assets
$ 733,298
$ —
- Interest on lease liabilities
61,290
21,722
Operating lease cost
222,161
217,801
Total lease cost
$ 1,016,749
$ 239,523
Maturities of lease liabilities were as follows:
Lease
Liabilities - Finance and Operating Lease - Schedule of Maturities of Lease Liabilities
Finance Lease
Operating Lease
the next 12 months
$ 271,262
$ 649,624
the next 13 to 24 months
5,140,316
854,603
the next 25 to 36 months
271,262
861,118
the next 37 to 48 months
271,262
867,681
the next 49 to 60 months
271,262
874,664
thereafter
—
7,600,870
Total
6,225,364
11,708,560
Less: Amount representing interest
( 673,829 )
( 4,730,785 )
Present value of net minimum lease payments
$ 5,551,535
$ 6,977,775
A summary of supplemental information related to leases is listed as
follows:
Lease
Liabilities - Finance and Operating Lease - Schedule of Supplemental Information Related to Leases
Three-Month Period Ended March 31,
2026
2025
Weighted average remaining lease term:
Finance leases
15.4 years
5.8 years
Operating leases
19.7 years
19.6 years
Weighted average discount rate:
Finance leases
4.53 %
6.70 %
Operating lease
4.90 %
4.90 %
Supplemental cash flow information related to leases were as follows:
Lease
Liabilities - Finance and Operating Lease - Schedule of Cash Flow, Supplemental
Three-Month Period Ended March 31,
2026
2025
Cash paid for amounts included in measurement of lease liabilities :
-Operating cash flows from operating leases
$ 232,677
$ 225,321
-Financing cash flows from finance leases
$ —
$ —
Non-cash information on lease liabilities arising from obtaining right-of-use assets:
-Finance leases
$ —
$ —
-Operating leases
$ —
$ —
15
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 14 –– EQUITY
Reverse Stock Split and Authorized Shares
On October 27, 2025, the Company completed a 1-for-10
reverse stock split of the Company’s common stock, such that for each ten shares outstanding prior to the stock split there was
one share outstanding after the reverse stock split. All shares of common stock referenced in this report have been adjusted to reflect
the stock split figures.
Restricted Shares
A restricted stock award (“RSA”) is
an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of
option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot
transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock,
are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company
expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant,
straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is
determined based on the closing price of the Company's common stock on the grant date.
The Company granted an aggregate of 295,000 (post reverse share split
29,500 shares) restricted shares of common stock in January 25, 2025 to a consultant, the Company's directors, officers, and an employee
as compensation for services rendered in the year ended December 31, 2024. The restricted shares award was granted under the 2019 Omnibus
Equity Incentive Plan (See Note 16) and vested immediately. The fair value of the award on the date of grant was $ 194,700 (post reverse
share split 19,470 shares) which was expensed in full during the year ended December 31, 2024.
The Company granted in the aggregate, 265,000 (post reverse share split
26,500 shares) restricted shares of common stock on March 21, 2025 to a consultant, the Company's directors, officers and an employee
as compensation for services rendered. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested
immediately. The fair value of the award on the date of grant was $ 196,100 (post reverse share split 19,610 shares) which was expensed
in full during the year ended December 31, 2025.
The Company granted in the aggregate, 186,000 restricted shares of
common stock on November 21, 2025 to a consultant, the Company's directors, officers and an employee as compensation for services rendered.
The restricted shares award were granted under the 2025 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award
on the date of grant was $ 734,700 which was expensed in full during the year ended December 31, 2025.
Retained Earnings - Appropriated
In accordance with the relevant PRC regulations and the PRC subsidiaries’
Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after tax to the following reserve:
Statutory Reserve
The Company’s PRC subsidiaries are required each year to transfer
at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Reserve until the balance
reaches 50% of the registered share capital. This reserve can be used to make up any loss incurred or to increase share capital. Except
for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered
capital. As of March 31, 2026, the Company’s statutory provident fund stood at $26.67 million.
Stock
Issued For The Private Equity Financing
On January 26, 2026, March 5, 2026, March
19, 2026 and March 28, 2026, respectively, the Company entered into equity financing agreements (individually the “Private Placement
Agreement”; collectively the “Private Placement Agreements”), with four individual investors (individually the “Private
Placement Purchaser”; collectively “Private Placement Purchasers”), pursuant to which the Company agreed to issue new
shares of common stock to such investors that in aggregate accounted for approximately 18% of the total shares issued and outstanding
of the Company as of December 31, 2025. The purchase price per share under the Private Placement Agreement dated January 26, 2026, was
set at 90% of the average closing price of the Company’s common stock for the five trading days prior to the date of such agreement,
while the purchase prices under the Private Placement Agreements executed in March 2026 were set at 85% of, or 15% off, the closing price
of the Company’s common stock on the trading day immediately preceding the respective agreement dates, as quoted on the Nasdaq Stock
Market.
On February 10, 2026, the company issued 69,000 shares
of its common stock to one individual investor at an agreed price of $ 3.57 per
share for aggregate proceeds of $ 246,330 ,
pursuant to the private placement agreement dated on January 26, 2026.
On March 24, 2026, the company issued 75,000
shares of its common stock to one individual investor at an agreed price of $ 3.57
per share for aggregate proceeds of $ 267,750 ,
pursuant to the private placement agreement dated on March 5, 2026.
NOTE 15 – TREASURY
STOCK
As of March 31, 2026 and December 31, 2025, the number of treasury
stock of the Company was 28,583 and 28,583 , respectively.
NOTE 16 – STOCK-BASED
COMPENSATION
Pursuant to the Company’s
2025 Omnibus Equity Incentive Plan adopted and approved in 2025 (“2025 Plan”), awards under the 2025 Plan are limited in the
aggregate to 2,000,000 shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s
2019 Omnibus Equity Incentive Plan,, as amended (the “2019 Plan”). Upon adoption and approval of the 2025 Plan, the 2019 Plan
was frozen, no new awards will be granted under the 2019 Plan, and outstanding awards under the 2019 Plan will continue to be governed
by the terms and condition of the 2019 Plan and applicable award agreement. As of March 31, 2026, the number of shares of the Company’s
common stock available for grant of stock options and issuance under the 2025 Plan is 14,000 shares.
The fair value of each option
award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity
in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility
is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise
pattern.
For
the three months ended March 31, 2026 and 2025, total compensation costs for options issued recorded in the consolidated statement of
comprehensive income (loss) were nil. There were no related tax benefits as a full valuation allowance was recorded in the three months
ended March 31, 2026 and 2025.
The following table summarizes all Company stock option transactions
between January 1, 2026 and March 31, 2026.
Stock-Based Compensation - Schedule of Stock
Option Activity
Number of Option and Warrants Outstanding and exercisable
Weighted- Average Exercise price of Option and Warrants
Range of Exercise Price per Common Share
Balance, January 1, 2026
—
$ —
—
Granted during the period
—
—
—
Exercised during the period
—
—
—
Expired during the period
—
$ —
$ —
Balance, March 31, 2026
—
$ —
—
Stock Options and Warrants Outstanding and Exercisable
Outstanding at
March 31, 2026
Range of
Exercise Prices
Weighted Average Remaining Contractual Life
(Years)
Outstanding and exercisable
—
—
—
All options exercisable and outstanding as at
March 31, 2026 are fully vested. As of March 31, 2026 there was no unrecognized compensation cost related to outstanding stock options.
The
aggregate intrinsic value of options outstanding and exercisable as of March 31, 2026, was nil 0 .
During the three months ended March 31, 2026 and 2025, there were no
options exercised.
16
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 17 – ACCRUED LIABILITIES
Settled Litigation
On September 18, 2023, Shandong Shouguang Vegetable
Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Group Co., Ltd. entered into loan agreements with Shandong Deepin City
Emergency Loan Fund Co., Ltd.. A total of nine companies and individuals providing guarantee to these loans, including SCHC and SYCI.
As of July 2024, Shangdong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Group Co., Ltd. owed a principal
of $2,104,050 and RMB $1,402,700 to Shandong Deepin City Emergency Loan Fund Co., Ltd., respectively.
Mediated by the Local Arbitration Commission and
documented in mediation documents No. 1358 and 1357, Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable
Seed Industry Group Co., Ltd. were to repay $2,104,050 and $1,402,700 to Shandong Deepin City Emergency Loan Fund Co., Ltd. before May
8, 2024, respectively. In addition, they were required to pay interests every ten days starting from January 1, 2024. SCHC and SYCI are
jointly and severally liable for both the principal and interests.
Shandong Deepin City Emergency Loan Fund Co.,
Ltd. sought court action as Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Industry Group
Co., Ltd. were unable to pay principal before deadline or interests as scheduled. Pursuant to court orders (2024) Lu 07 Exec 640 and (2024)
Lu 07 Exec 641, SCHC and SYCI, as guarantors, are required to repay the principal and interests. The Shandong Weifang Intermediate People's
Court ruled to auction the land at Xiangjiang road, Yangkou town, Shouguang City and the attached properties on it, and the auction proceeds
would be used to repay Shandong Deepin City Emergency Loan Fund Co., Ltd.
The court engaged a third-party valuer for evaluation
of the land at Xiangjiang road, Yangkou town, Shouguang city and its attached properties. The valuation report returned a fair value of
$ 4,580,892 . The Company recognized an impairment loss of $ 29,782,912 accordingly.
The court imposed a forced auction of the land
and its attached properties in July, 2025 however the auction was failed. A second auction was held on August 15, 2025. The land and its
attached properties were sold at $ 2,556,733 . As the selling price was lower than the fair value, the Company recognized a loss on disposal
of long-lived assets of $ 2,008,853 .
As of March 31, 2026, as SCHC were liable for
a sum of principal and interests of $ 507,587 , net of auction proceeds, the Company recognized accrued liabilities of $ 507,587 accordingly.
NOTE 18 – INCOME TAXES
The Company utilizes the asset and liability method
of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred
tax asset will not be realized, a valuation allowance is recognized.
(a) United States (“US”)
Gulf Resources, Inc. may be subject to the United
States of America Tax laws at a tax rate of 21 % . No provision for the US federal income taxes has been made as the Company had no US taxable
income for the three-month period ended March 31, 2026 and 2025, and management believes that its earnings are permanently invested in
the PRC.
(b) British Virgin Islands (“BVI”)
Upper Class Group Limited, a subsidiary of Gulf
Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain
in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month period ended March 31, 2026 and 2025.
(c) Hong Kong
HKJI, a subsidiary of Upper Class Group Limited,
was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived
from Hong Kong. No provision for income tax has been made as it has no taxable income for the three-month period ended March 31, 2026
and 2025. The applicable statutory tax rates for the three-month period ended March 31, 2026 and 2025 are 16.5 % . There is no dividend
withholding tax in Hong Kong.
(d) PRC
Enterprise income tax (“EIT”) for the subsidiaries in the PRC is charged at 25 % of the assessable profits.
SCHC, SYCI, DCHC, and SHSI are a wholly foreign-owned enterprises (“FIE”)
incorporated in the PRC. They are subject to the PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against
future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for
five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years.
The Company’s income tax returns are subject
to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s
income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since
2016 are currently subject to examination.
Inland Revenue Department of Hong Kong (“IRD”)
may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through
2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For
companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once
in every four years. The tax returns for 2014 and 2018 have been examined, and there is no Hong Kong Profits Tax was charged.
The components of the income tax benefit from continuing operations
are:
Income Taxes - Schedule of Components of Income Tax Expense Benefit
Three-Month Period Ended March 31,
2026
2025
Current taxes – PRC
$ —
$ —
Deferred tax – PRC entities
—
—
Total Income tax (expenses) benefits
$ —
$ —
Significant components of the Company’s deferred tax assets and
liabilities at March 31, 2026 and December 31, 2025 are as follows:
Income Taxes - Schedule of Deferred
Tax Assets and Liabilities
March 31,
December 31,
2026
2025
Deferred tax liabilities
$ —
$ —
Deferred tax assets:
Exploration costs
$ 1,799,263
$ 1,771,262
Allowance
3,360
78,013
Impairment of long-lived assets
73,104
71,966
PRC tax losses
7,666,930
7,485,619
Accrued liabilities
126,897
124,922
US federal net operating loss
1,943,119
1,965,991
Total deferred tax assets
11,612,673
11,497,773
Valuation allowance
( 11,612,673 )
( 11,497,773 )
Net deferred tax asset
$ —
$ —
Deferred tax assets consist of future reversals
of existing taxable temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences.
As of March 31, 2026 and 2025, valuation allowances were mainly provided against deferred tax assets caused by exploration costs and net
operating loss where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized due
to their continuous losses.
The increase in valuation allowance for the three-month period ended
March 31, 2026 is $ 114,900 .
The increase in valuation allowance for the three-month period ended
March 31, 2025 is $ 1,083,817 .
There were no unrecognized tax benefits and accrual
for uncertain tax positions as of March 31, 2026 and December 31, 2025 and no amounts accrued for penalties and interest for the three
months ended March 31, 2026 and 2025.
17
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 19 – BUSINESS SEGMENTS
ASC 280, Disclosures about Segments,
of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments
are defined as components of an enterprise engaging in business activities from which they may earn revenues and incurred expenses, and
about which separate financial information is available that is evaluated regularly by the chief operating decision-marker, or decision-making
group( the “CODM”), in deciding how to allocate resources and assessing performance.
The Company’s Chief Executive
Officer (Mr. Xiaobin Liu) is determined as the CODM of the Company, Mr Liu measures the performance of each segment based on metrics of
revenue and profit before taxes from operations and uses these results to evaluate the performance of, and to allocate resources to each
of the segments. The Company has organized operations into four different business segments: (1) bromine, (2) crude salt, (3) chemical
products, (4) natural gas.
As of March 31, 2026 and March 31, 2025, the detailed
income statements of each of our divisions are presented below:
Three-Month
Period Ended
Crude
Chemical
Segment
March 31, 2026
Operating Segment
Bromine *
Salt *
Products
Natural Gas
Total
Corporate
Total
Net revenue
(external customers)
$ 2,249,950
$ 118,676
$ —
$ —
$ 2,368,626
$ —
$ 2,368,626
Loss from operations before income
tax benefit
( 3,067,778 )
( 727,679 )
—
( 31,809 )
( 3,827,266 )
( 229,331 )
( 4,056,597 )
Income tax benefit (expense)
—
—
—
—
—
—
—
Loss from operations after income tax (expense) benefit
( 3,067,778 )
( 727,679 )
—
( 31,809 )
( 3,827,266 )
( 229,331 )
( 4,056,597 )
Total assets
82,009,150
49,970,378
—
520,295
132,499,823
286,155
132,785,978
Depreciation and amortization
3,297,472
769,793
—
26,164
4,093,429
—
4,093,429
Capital expenditures
548,296
—
—
—
548,296
—
548,296
Three-Month Period Ended March 31, 2025
Bromine
*
Crude
Salt
*
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue
(external customers)
$ 1,481,869
$ 122,578
$ —
$ —
$ 1,604,447
$ —
$ 1,604,447
Net revenue
(intersegment)
—
—
—
—
—
—
—
Loss from operations before income expense
( 3,370,836 )
( 554,062 )
( 358,629 )
( 44,844 )
( 4,328,371 )
( 281,836 )
( 4,610,207 )
Income tax (expense) benefit
—
—
—
—
—
—
—
Loss from operations after income taxes (expense) benefit
( 3,370,836 )
( 554,062 )
( 358,629 )
( 44,844 )
( 4,328,371 )
( 281,836 )
( 4,610,207 )
Total assets
79,995,961
46,300,814
38,410,493
929,031
165,636,299
93,640
165,729,939
Depreciation and amortization
3,258,222
644,677
67,663
32,962
4,003,524
—
4,003,524
Capital expenditures
—
—
—
—
—
—
—
*
Certain common production overheads, operating and administrative expenses
and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average
selling price and production volume of the respective segments.
*
Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment)
of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of the respective
segment until April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting.
18
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2026
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 19 – BUSINESS SEGMENTS – Continued
Three-Month Period Ended March 31,
Reconciliations
2026
2025
Total segment operating loss
$ ( 3,827,266 )
$ ( 4,328,371 )
Corporate costs
( 229,331 )
( 281,836 )
Unrealized gain (loss) on translation of intercompany balance
—
—
Loss from operations
( 4,056,597 )
( 4,610,207 )
Interest income
253,660
2,429
Interest expense
( 123,444 )
( 21,722 )
Loss before taxes
$ ( 3,926,381 )
$ ( 4,629,500 )
The following table shows the major customers
(10% or more) for the three-month period ended March 31, 2026.
Business Segments - Schedule of
Revenue by Major Customers
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of
Total
Revenue (%)
1
Shandong Shouguang Shenruifa Marine Chemical Company Limited
$ 393
$ —
$ —
$ 393
16.6 %
2
Shandong Brother Technology Limited
261
50
—
311
13.1 %
3
Shandong Morui Chemical Company Limited
264
43
—
307
13.0 %
4
Shouguang
Weidong Chemical Company Limited
263
26
—
289
12.2 %
5
Shandong Xuruixin Materials Company Limited
$ 263
$ —
$ —
$ 263
11.1 %
The following table shows the major customers
(10% or more) for the three-month period ended March 31, 2025.
Number
Customer
Bromine
(000’s)
Crude Salt
(000’s)
Chemical Products
(000’s)
Total
Revenue
(000’s)
Percentage of
Total
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 196
$ 58
$ —
$ 254
15.8 %
2
Shandong Brother Technology Limited
193
36
—
229
14.3 %
3
Shouguang Weidong Chemical Company Limited
197
28
—
225
14.0 %
4
Shandong
Shouguangshen Runfa Marine Chemical Company Limited
$ 195
$ —
$ —
$ 195
12.1 %
NOTE 20– CUSTOMER CONCENTRATION
Revenue
Customer Concentration
Product
During the three-month period ended March
31, 2026, the Company sold 66 % of its products to its top five customers. As of March 31, 2026, amounts due from these customers
were $ 1,774,034 .
During the three-month period ended March
31, 2025, the Company sold 62.4 % of its products to its top five customers. As of March 31, 2025, amounts due from these customers
were $ 1,462,756 .
NOTE 21– MAJOR SUPPLIERS
Product Concentration
Cost of Goods
During the three-month period ended March
31, 2026 the Company purchased 100 % of its raw materials from its top three suppliers. As of March 31, 2026, amounts due to those
suppliers were $ 434,275 .
During the three-month period ended March
31, 2025, the Company purchased 100 % of its raw materials from its top three suppliers. As of March 31, 2025, amounts due
to those suppliers were $ 390,250 .
NOTE 22 – LOSS CONTINGENCIES
On or about August 3, 2018, written decisions
of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa
Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018]
No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”)
by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The
Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally
occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built,
respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective
legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary
penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon
serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary
penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City,
Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to
perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders
to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384,
(2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393,
and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the
Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners
and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service
of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019.
In the last twenty years, to the Company’s
knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As
such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and
lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the
Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are
waiting for approval from the higher authority.
The Company is in the process of resolving the
issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government
authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government
authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local
government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau,
the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory
No. 8 and Factory No.10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated
November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of
Factory No. 7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February
2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation.
In addition, on August 28, 2019, the People’s
Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in
Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other
chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize
and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company
has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information
known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected
timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there
will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption.
In view of the above facts and circumstances,
the Company believes that it is not necessary to accrue for any estimated losses or impairment as of March 31, 2026.
NOTE 23 - SUBSEQUENT EVENT
Subsequent Event
Private Placement
On June 25, 2026, Company received a written notice from Nasdaq (the
“Extension Letter”) stating that it had accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1)
(the “Rule”). Nasdaq granted the Company a plan period to regain compliance with the Rule. (I) As previously reported in the
current report on Forms 8- K (the “Previous Announcements”) filed on April 27, 2026 and May 29, 2026 with the Securities Exchange
Commission by the Company, the Company announced that it received delinquency notifications from Nasdaq on April 23, 2026 and May 26,
2026 (the “Deficiency Letters”), due to the Company’s non-compliance with the Rule as a result of the Company’s
failure to timely file its annual report on Form 10-K for the period ended December 31, 2025 (the “2025 Form 10-K”) and its
quarterly report on Form 10-Q for the period ended March 31, 2026 (the “2026 Q1 Form 10-Q” and together with the “2025
Form 10- K”, the “Delinquent Reports”), respectively. (II) The Company submitted a plan to the Nasdaq Listing Qualification
(the “Staff”) to regain compliance (the “Compliance Plan”) with the Nasdaq Requirements on June 17, 2026. Under
the Extension Letter, the Company is required to file its delinquent 2025 Form 10-K and 2026 Q1 Form 10-Q by the applicable extended deadline
to evidence compliance with the relevant Nasdaq requirements.The Extension Letter further provides that if the Company fails to evidence
compliance upon filing the Delinquent Reports, Staff will notify the Company that its securities will be subject to delisting. (III)The
previously received Deficiency Letters and the Extension Letter have no immediate effect on the listing or trading of the Company’s
common stock on Nasdaq, subject to the Company’s continued compliance with the other applicable listing requirements. (IV)The Company
subsequently filed the 2025 Form 10-K on August 17, 2026 with the Securities and Exchange Commission.
On April 8,2026, the company issued
70,000 shares of its common stock to one individual investor at an agreed price of $ 3.94 per share for aggregate proceeds of $ 275,800 , pursuant
to the private placement agreement dated on March 19, 2026.
On April 14,2026, the company
issued 60,000 shares of its common stock to one individual investor at an agreed price of $ 4.1 per share for aggregate proceeds of $ 246,000 , pursuant
to the private placement agreement dated on March 28, 2026.
19
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
The discussion below contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section
21E of the Exchange Act. We have used words such as “believes,” “intends,” “anticipates,” “expects”
and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and
are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance,
business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these
statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly
announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances,
or for any other reason.
Overview
We are a Nevada holding company which conducts
operations through our wholly-owned China-based subsidiaries. Our business is conducted and reported in four segments, namely, bromine,
crude salt, chemical products and natural gas.
Through our wholly-owned subsidiary,
SCHC, we produce and trade bromine, and through our wholly-owned subsidiary, SHSI, we produce and trade crude salt. We are one of the
largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine
compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine.
Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants. Crude
salt is the principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and
beverage, and other industries.
Through our wholly-owned subsidiary, SYCI, we
manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking
chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics.
Our wholly-owned subsidiary, DCHC, was established
to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China.
Bromine and Crude Salt
As disclosed in the Company’s Current
Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang
City government addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental
protection management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification
and improvements in accordance with the country’s new safety and environmental protection requirements. In the Company’s press
release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement
of stringent environmental rules that were adopted in early 2017 to ensure corporations bring their facilities up to necessary standards
so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the
short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company
did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to
inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could
undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on
September 1, 2017.
The Company believes that this is another
step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather
to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so
that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental
damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county
governments has applied the Notice in a consistent manner.
The Shouguang City Bromine Association,
on behalf of all the bromine producers in Shouguang, initiated negotiations with the local government agencies. The local governmental
agencies acknowledged the fact that their initial requirements for the bromine industry did not include the project, the planning and
the land use rights approvals, which were later introduced by the provincial government as new requirements. The Company understood from
the local government that local government was coordinating with various government agencies to solve these three outstanding approval
issues in a timely manner and that all impacted bromine plants will not be allowed to commence production prior to obtaining those approvals.
In February 2019, the Company received a notification from the local government of Yangkou County that its Factories No. 1, No. 4, No.
7 and No. 9 passed inspection and were allowed to resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations.
Subsequently, the Company received approval
dated February 27, 2020, issued by the local governmental authority which allows us to resume production after the winter temporary closure.
Further, the Company received another approval from the Shouguang Yangkou People’s Government dated on March 5, 2020, to resume
production at its bromine factories No.1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention
and control (the “March 2020 Approval”). The Company’s factories No.7 and No.1 started trial production in middle-March
2020, and commenced commercial production on April 3, 2020.
The Company received oral notification
from the government regarding Factory No. 8, allowing it to resume production in August 2022. Factory No.8 began contributing revenue
in the fourth quarter of 2022.
20
The Company is awaiting governmental approval
for Factories No. 2 and No. 10. To our knowledge, the government is finalizing plans for all mining areas, including flood prevention
measures. As a result, we may be required to make certain modifications to our existing wells and aqueducts prior to commencement of operations
of these factories in order to satisfy the local government's requirements. The Company completed its flood prevention project in December
2023. This project was implemented for safeguarding its bromine facilities.
Pursuant to the notification from the
government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 15, 2024, until February
12, 2025. In compliance with the notification, the Company ceased production at its bromine facilities during this period and resumed
preparation operations at the bromine and crude salt factories as scheduled in February 2025.
Chemical Products
On November 24, 2017, the Company received
a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and
regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal
environmental protection department, the security supervision department and the fire department, its chemical enterprises would have
to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park. Although our chemical companies were in compliance
with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park.
Chemical companies that are not being asked to move into the park are being permanently closed. Since our factories closed, the Company
has secured from the government the land use rights for its chemical plant. On January 6, 2020, the Company received the environmental
protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. Construction of the
new chemical facilities at Bohai Marine Fine Chemical Industrial Park commenced in June 2020. Initially, the construction was projected
to last around one year, with an additional six months for equipment installation and testing. However, due to the COVID epidemic and
electrical restrictions, the opening of the chemical factory has been postponed. The Company has received the refrigeration and air compressor
units. Additionally, the procurement of the final equipment for our chemical factory has been postponed until we have a better understanding
of the potential for derivative bromine products. We anticipate proceeding with the completion of its chemical factory in due course.
Natural Gas
In January 2017, the Company completed
the construction of the first brine water and natural gas well field in Daying County, Sichuan Province, and commenced trial production
in January 2019. On May 29, 2019, the Company received verbal notice from the government of Tianbao Town, Daying County, Sichuan Province,
mandating the need for project approval for its Daying well, encompassing the entire natural gas and brine water project. This also includes
approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals
are obtained, the Company must temporarily suspend trial production at its natural gas well in Daying. Additionally, in compliance with
the Chinese government new policies, the Company is required to obtain an exploration license for bromine and a mining license for natural
gas. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management
(Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately owned
enterprises are allowed to participate in natural gas production. The Company is engaged in ongoing discussions with the government of
Daying County regarding the establishment of a joint venture for the exploration and production of natural gas and brine products in Sichuan.
21
Nasdaq Compliance
The Company received a notice
(the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on
April 18, 2024 notifying the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2023, with the SEC, the Company is not in compliance with Nasdaq’s continued listing requirements under
Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC,
and the Company subsequently received a notice (the “May Notice”) from Nasdaq on May 21, 2024 due to the Company’s non-compliance
with the Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2024. The May Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain compliance with the
Rule.
As previously announced, on November 5,
2024, the Staff notified the Company that the bid price for the Common Shares no longer satisfied Nasdaq Listing Rule 5450(a) (1), the
minimum bid price requirement applicable to The Nasdaq Global Select Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the
Company was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.
Issuers listed on The Nasdaq
Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon the Company’s
compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable
to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Common Shares to The Nasdaq Capital
Market.
22
On May 6, 2025, the Company was notified by the Nasdaq that
the Company’s request to transfer the listing of its Common Stock, from The Nasdaq Global Select Market tier to The Nasdaq Capital
Market tier has been granted, and that the Company was granted a second 180-calendar day period, or until November 3, 2025 (the “Second
Compliance Period”), to regain compliance with the requisite bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2).
The transfer of the listing of the Common Shares from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the
open of business on May 8, 2025. The transfer is not expected to impact trading in the Common Shares, which will continue to trade on
Nasdaq under the symbol “GURE.”
On November 12, 2025, the Company
issued a press release providing certain updates on its hearing scheduling process with the Nasdaq Hearings Panel. The hearing did not
take place because the Company subsequently regained compliance with the applicable Nasdaq listing requirement.
23
Our current corporate structure chart is set forth in the following
diagram:
As a result of our acquisition of SCHC, our historical
financial statements and the information presented below reflects the accounts of SCHC, SHSI ,SYCI and DCHC. The following discussion
should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report.
On December 22, 2025 SYCI was sold.
24
RESULTS OF OPERATIONS
The following table presents certain information derived from the
condensed consolidated statements of operations, cash flows and stockholders' equity for the three-month period ended March 31, 2026
and 2025.
Comparison of the Three-Month Periods Ended
March 31, 2026 and 2025
Three-Month Period
Ended March 31, 2026
Three-Month Period
Ended March 31, 2025
Percent Change
Increase/
(Decrease)
Net revenue
$ 2,368,626
$ 1,604,447
48 %
Cost of revenue
$ (2,353,412 )
$ (1,594,270 )
48 %
Gross profit
$ 15,214
$ 10,177
49 %
Sales and marketing expenses
$ (5,448 )
$ (5,053 )
8 %
Direct labor and factory overheads incurred during plant shutdown
$ (2,743,262 )
(3,225,808 )
(15 %)
General and administrative expenses
$ (1,323,101 )
$ (1,389,523 )
(5 %)
Loss from operations
$ (4,056,597 )
$ (4,610,207 )
(12 %)
Interest income
$ 253,660
$ 2,429
10343 %
Interest expense
$ (123,444 )
$ (21,722 )
468 %
Loss before income taxes
$ (3,926,381 )
$ (4,629,500 )
(15 %)
Income tax expense
$ —
$ —
—
Net loss
$ (3,926,381 )
$ (4,629,500 )
(15 %)
Net Loss for the three-month period ended March 31, 2026
decreased to $3,926,381 from $4,629,500 in the same period in 2025, mainly due to the net revenue increased to $2,368,626 for the
three-month period ended March 31, 2026 as compared to $1,604,447 in the same period in 2025.
Net revenue. The table below shows the changes in net
revenue in the respective segments of the Company for the three-month period ended March 31, 2026 as compared to the same period in 2025:
Net Revenue by Segment
Percent Change
Three-Month Period Ended
Three-Month Period Ended
Increase
March 31, 2026
March 31, 2025
of Net Revenue
Segment
% of total
% of total
Bromine
$ 2,249,950
95 %
$ 1,481,869
92 %
52 %
Crude Salt
118,676
5 %
122,578
8 %
(3 %)
Chemical Products
—
—
—
—
—
Natural Gas
—
—
—
—
—
Total sales
$ 2,368,626
100 %
$ 1,604,447
100 %
48 %
Bromine and crude salt segments
Three-Month Period Ended
Percentage Change
product sold in tonnes
March 31, 2026
March 31, 2025
Increase (Decrease)
Bromine
455
402
13 %
Crude Salt
4,659
4,733
(2 %)
Bromine segment
For the three-month periods ended March 31, 2026 and 2025,
the net revenue for the bromine segment was $2,249,950 and $1,481,869, respectively. The increase of the net revenue of bromine was due
to the 13% increase in tonnes sold and the 34% increase in average selling price of bromine.
Crude salt segment
For the three-month periods ended March 31, 2026 and 2025,
the net revenue for the crude salt was $118,676 and $122,578, respectively. The decrease of net revenue of crude salt was mainly due to
the 2% decrease in tonnes sold and the 2% decrease in average selling price of crude salt for the three-month period ended March 31, 2026.
Chemical products segment
For the three-month periods ended March 31, 2026 and 2025, the net
revenue for the chemical products segment was nil due to the closure of our chemical factories since September 1, 2017.
Natural gas segment
For the three-month periods ended March 31, 2026 and 2025, the net
revenue was nil.
25
Cost of Revenue
Cost of Revenue by Segment
Percent Change
Three-Month Period Ended
Three-Month Period Ended
of Cost of
March 31, 2026
March 31, 2025
Revenue
Segment
% of total
% of total
Bromine
$ 2,283,326
97 %
$ 1,533,128
96 %
49 %
Crude Salt
70,086
3 %
61,142
4 %
15 %
Chemical Products
—
—
—
—
—
Natural Gas
—
—
—
—
—
Total
$ 2,353,412
100 %
$ 1,594,270
100 %
48 %
Cost of revenue reflects mainly the raw materials consumed and the
direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing
plants and machinery and other manufacturing costs. Our cost of revenue was $2,353,412 for the three-month period ended March 31,
2026, an increase of $759,142 (or 48%) as compared to the same period in 2025 due to the increase of net revenue by 48% for the
three-month period ended March 31, 2026 as compared to the same period in 2025.
Bromine production capacity and utilization of our factories
The table below represents the annual capacity and utilization ratios
for all of our bromine producing properties:
Annual Production
Utilization
Capacity (in tonnes)
Ratio (i)
Three-month period ended March 31, 2025
31,506
11 %
Three-month period ended March 31, 2026
31,506
16 %
Variance of the three-month periods ended March 31, 2026 and 2025
—
5 %
(i)
Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual
production capacity in tonnes.
Bromine segment
For the three-month period ended March 31, 2026 and 2025 the cost of
revenue for the bromine segment was $2,283,326 and $1,533,128, respectively.
The increase in costs is mainly due to the increase in sales volume.
Crude salt segment
For the three-month period ended March 31, 2026 and 2025 the cost of
revenue for the crude salt segment was $70,086 and $61,142, respectively.
The increase in costs is mainly due to the rise in amortization
of the salt pans.
Chemical products segment
Cost of revenue for our chemical products segment for the three-month
period ended March 31, 2026 and 2025 was nil.
Natural gas segment
Cost of revenue for our natural gas segment for the three-month
period ended March 31, 2026 and 2025 was nil.
26
Gross Profit (Loss).
Gross profit was $15,214, or 0.6% of net revenue for three-month period ended March 31, 2026, representing an increase of $5,037, as compared
to a gross profit of $10,177, or 0.6% of net revenue for the same period in 2025.
Gross Profit (Loss) by Segment
% Point Change
Three-Month Period Ended
Three-Month Period Ended
of Gross
March 31, 2026
March 31, 2025
Profit (Loss) Margin
Segment
Gross Profit (Loss) Margin
Gross Profit (Loss) Margin
Bromine
$ (33,376 )
(1.5 %)
$ (51,259 )
(3.5 %)
(2 %)
Crude Salt
$ 48,590
41.0 %
$ 61,436
50 %
(9 %)
Chemical Products
$ —
—
$ —
—
—
Natural Gas
$ —
—
$ —
—
—
Total Gross Profit (Loss)
$ 15,214
0.6 %
$ 10,177
0.6 %
0 %
Bromine segment
For the three-month period ended March 31, 2026,
the gross loss margin for our bromine segment was 1.5%, compared to 3.5% in the three-month period ended March 31, 2025. The decrease
in gross loss margin was primarily attributable to the higher average selling price of bromine of $4,948 per ton in the three-month period
ended March 31, 2026 compared to $3,684 per ton in the three-month period ended March 31, 2025. Bromine tonnes sales also increased from
402 tonnes for the three-month period ended March 31, 2025 to 455 tonnes for the three-month period ended March 31, 2026.
Crude salt segment
For the three-month period ended March 31, 2026, the gross profit margin
for our crude salt segment was 41%, compared to 50% in the same period in 2025, representing a 9% decrease.
Chemical products
segment
For the three-month period ended March 31, 2026 and 2025,
the gross profit margin for our chemical products segment was 0%.
Natural
g as segment
For the three-month period ended March 31, 2026 and 2025,
the gross profit margin for our natural gas segment was 0%.
Direct labor and factory overheads incurred
during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang
City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect
in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection
requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the
Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai
Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $2,743,262
and $3,225,808 incurred for the three-month periods ended March 31, 2026 and 2025, respectively, of factories that have not resumed production
were presented as part of the operating expense.
27
General and Administrative Expenses General and administrative
expenses were $1,323,101 for the three-month period ended March 31, 2026, a decrease of $66,422 (or 5%) as compared to $1,389,523 for
the same period in 2025.
Loss from Operations Loss from
operations was $4,056,597 the three-month period ended March 31, 2026, compared to loss from operations of $4,610,207 in the same period
in 2025.
Loss from Operations by Segment
Three-Month Period Ended
March 31, 2026
Three-Month Period Ended
March 31, 2025
Segment:
% of total
% of total
Bromine
$ (3,067,778 )
80.2 %
$ (3,370,836 )
77.9 %
Crude Salt
(727,679 )
19.0 %
(554,062 )
12.8 %
Chemical Products
—
—
(358,629 )
8.3 %
Natural Gas
(31,809 )
0.8 %
(44,844 )
1 %
Loss from operations before corporate costs
(3,827,266 )
100 %
(4,328,371 )
100 %
Corporate cost
(229,331 )
(281,836 )
Loss from operations
$ (4,056,597 )
$ (4,610,207 )
Bromine segment
Loss from operations from our bromine segment
was $3,067,778 for the three-month period ended March 31, 2026, compared to loss from operations of $3,370,836 in the same period in 2025.
This decrease was due to the 13% increase in tonnes sold and a 34% increase in average selling price.
Crude salt segment
Loss from operations from our crude salt segment was
$727,679 for the three-month period ended March 31, 2026, compared to loss from operations of $554,062 in the same period in 2025. The
main reason was due to the rise in amortization of the salt pans.
Chemical products segment
Loss from operations from our
chemical products segment was $0 for the three-month period ended March 31, 2026, compared to loss from operations of $358,629 in the
same period in 2025. The reason for the reduction was due to the sale of SYCI completed by December, 2025.
Natural gas segment
Loss from operations from our natural gas segment
was $31,809 for the three-month period ended March 31, 2026, compared to loss from operations of $44,844 in the same period in 2025.
Interest income
Interest income of $253,660 represented interest
income from bank and loans made to third parties for the three-month period ended March 31, 2026, an increase of $251,231 as compared
to the same period in 2025.
Interest Expenses
Interest expense of $123,444 represented bank
interest expense for the three-month period ended March 31, 2026, an increase of $101,722 as compared to the same period in 2025.
Net Loss
Net loss was $3,926,381 for the three-month period
ended March 31, 2026, compared to a net loss of $4,629,500 in the same period in 2025.
28
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2026, cash and cash equivalents
were $6,537,505 as compared to $3,793 as of December 31, 2025. The components of this increase of $6,533,712 are reflected below.
Statement of Cash Flows
Three-Month Period Ended March 31,
2026
2025
Net cash provided by/(used in) operating activities
$ 1,090,974
$ (1,580,128 )
Net cash provided by investing activities
$ 5,029,397
$ —
Net cash provided by/(used in) financing activities
$ 287,367
$ —
Effects of exchange rate changes on cash and cash equivalents
$ 125,974
$ 28,011
Net increase(decrease) in cash and cash equivalents
$ 6,533,712
$ (1,552,117 )
For the three-month period ended March 31, 2026, we met our working
capital and capital investment requirements by using cash on hand.
Net Cash provided by (used in) Operating Activities
During the three-month
period ended March 31, 2026, cash flow provided by operating activities of approximately $1.09 million was mainly due to a non-cash
adjustment related to depreciation and amortization of property, plant and equipment of $3.36 million, amortization of finance lease
right-of-use asset of $0.73 million, an increase in accounts receivable of $0.65 million, offset by a net loss of $3.93 million.
During the three-month period ended March 31,
2025, cash flow used in operating activities of approximately $1.58 million was mainly due to a net loss of $4.62 million, a decrease
in accounts receivable of $1.5 million, offset by a non-cash adjustment related to depreciation and amortization of property, plant and
equipment of $4 million.
Accounts receivable
Cash collections on our accounts receivable had a major impact on our
overall liquidity. The following table presents the aging analysis of our accounts receivable as of March 31, 2026 and December 31, 2025.
March 31, 2026
December 31, 2025
% of total
% of total
Aged 1-30 days
$ 2,674,441
100 %
$ 1,409,269
43 %
Aged 31-60 days
—
—
1,860,151
57 %
Aged 61-90 days
—
—
—
—
Aged 91-120 days
—
—
—
—
Aged 121-150 days
—
—
—
—
Aged 151-180 days
—
—
—
—
Aged 181-210 days
—
—
—
—
Aged 211-240 days
—
—
—
—
Total
$ 2,674,441
100 %
$ 3,269,420
100 %
The overall accounts receivable balance as of March 31, 2026
decreased by $594,979, as compared to those of December 31, 2025. We have policies in place to ensure that sales are made to customers
with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customers.
29
Inventory
Our inventory consists of the following:
March 31, 2026
December 31, 2025
% of total
% of total
Raw materials
$ 56,109
13 %
$ 20,079
4 %
Finished goods
388,363
87 %
542,738
96 %
Total
$ 444,472
100 %
$ 562,817
100 %
The net inventory level as of March 31, 2026 decreased
by $118,345, as compared to the net inventory level as of December 31, 2025.
Raw materials increased by $36,030 as of March 31, 2026
as compared to December 31, 2025.
Our finished goods decreased by $136,375 as of March 31,
2026 as compared to December 31, 2025.
Net Cash Provided By Investing Activities
During the three months ended March 31, 2026, net
cash provided by investing activities was $5.03 million, attributable to repayments received on loans to third parties of $5.55 million,
offset by purchases of fixed assets of $0.52 million.
We did not have investing activities for the three-month
periods ended March 31, 2025.
Net Cash Provided By / (Used In) Financing
Activities
For the three-month period ended March 31, 2026,
net cash provided by financing activities was $0.29 million, primarily due to proceeds from the issuance of units pursuant to a private
placement. We did not have financing activities for the three-month periods ended March 31, 2025.
We believe that our available funds and cash flows generated
from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they become due in the next
twelve (12) months.
We had available cash of approximately $6,537,505
at March 31, 2026, all of which is in highly liquid current deposits earning no or little interest. We do not anticipate paying cash dividends
in the foreseeable future.
We intend to continue to focus our efforts on the activities of SCHC,
SHSI and DCHC as these segments continue to expand within the Chinese market.
We may not be able to identify, successfully integrate
or profitably manage any businesses or business segment we may acquire, or any expansion of our business. An expansion may involve a number
of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain
key personnel, risks associated with unanticipated events, risks associated with the pandemic and the financial statement effect of potential
impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations.
In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase
materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages
of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect
on our business and future prospects.
Contractual Obligations and Commitments
We have no significant contractual obligations not fully recorded on
our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. Additional information regarding
our contractual obligations and commitments as at March 31, 2026 is provided in the notes to our consolidated financial statements. See
“Notes to Condensed Consolidated Financial Statements.
Material Off-Balance Sheet Arrangements
We do not currently have any off balance sheet arrangements falling
within the definition of Item 303(a) of Regulation S-K.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these
estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used
by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, inventories and allowance
for obsolescence, assets retirement obligation, property, plant and equipment, recoverability of long-lived assets, mineral rights, leases,
revenue recognition, income taxes, and loss contingencies. These policies and estimates are described in the Company’s Form 10-Q
for the three months ended March 31, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)),
the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined
by Rule 229.10(f)(1).
30
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed
in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions
regarding required disclosure.
Under the supervision and with the participation
of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.
(b) Changes in internal controls
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.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
On or about August 3, 2018, written decisions of administration
penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No.
293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together,
the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by the Shouguang
City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent.
For more details and information related to the Written Decisions,
please see “Note 22 – Loss Contingencies, Notes to Condensed Consolidated Financial Statement” contained in this quarterly
report.
According to a Civil Mediation Statement (No. (2025) Lu 0783
Min Chu 2607) issued by the Shouguang People's Court of Shandong Province on March 17, 2025, Shouguang City Haoyuan Chemical Company Limited
("SCHC"), a wholly owned subsidiary of the Company, owes the plaintiff, Shouguang Chengyu Trading Co., Ltd., a total of RMB
226,825.44 for goods. SCHC is also obligated to make monthly payments of RMB 50,000 to the plaintiff by the 15th of each month, starting
in April 2025, until the debt is fully paid off.
According to the mediation document No. 1358 of the Local Arbitration
Commission, the applicant, Shandong Deepin City Emergency Loan Fund Co., Ltd., and the respondent, Shandong Shouguang Vegetable Industry
Group Co., Ltd., confirmed that the total amount of the debt was 15,000,000 yuan, as well as the interests to be paid in the future. Shouguang
Yuxin Chemical Co., Ltd. and Shouguang Haoyuan Chemical Co., Ltd. are jointly and severally liable for the above payment contents. If
the payment is not made on time, the applicant has the right to apply to the court for compulsory execution. According to the mediation
document No. 1357 of the Local Arbitration Commission in 2023, the applicant, Shandong Deepin City Emergency Loan Fund Co., Ltd., and
the respondent, Shandong Shouguang Vegetable Seed Industry Group Co., Ltd., confirmed that the total amount of the debt was 10,000,000
yuan, as well as the interests to be paid in the future. Shouguang Yuxin Chemical Co., Ltd. and Shouguang Haoyuan Chemical Co., Ltd. are
jointly and severally liable for the above payment contents. If the payment is not made on time, the applicant has the right to apply
to the court for compulsory execution. Reading these two mediation, in August 2025, the court auctioned the idle land and attached properties
on the ground of Shouguang Yuxin Chemical Co., Ltd.
31
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk.
Before you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and Results of Operations
set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related notes included
in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes, as well as our
Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2025. Readers should carefully review risks described in other documents we file from
time to time with the Securities and Exchange Commission.
If we are unable to comply with the applicable continued listing
requirements or standards of Nasdaq, there is a possibility that our common stock could be delisted. At present, we are not in compliance
with certain Nasdaq continued listing requirements. Should we be unable to regain compliance, our securities may be subject to delisting,
which could impact the market price and liquidity of our common stock and potentially limit our access to capital.
We have received a determination from
Nasdaq regarding potential delisting and, while we have effected a reverse stock split and timely appealed against such determination.
While these actions reflect our commitment to maintaining our listing, there can be no assurance that we will regain or maintain compliance
with Nasdaq’s continued listing requirements. A delisting could have implications for the trading and liquidity of our common stock,
as well as our capital-raising efforts.
On November 4, 2025, we received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we had not regained compliance
with Nasdaq Listing Rule 5550(a)(2) (“Minimum Bid Price Requirement”) by the November 3, 2025 deadline. As a result, our securities
would be scheduled for trading suspension. On November 7, 2025, we promptly appealed the Staff’s determination to the Nasdaq Hearings
Panel (the “Panel”) a hearing before the Panel has been scheduled on December 9, 2025.
We are actively
evaluating a range of available strategic and corporate actions that may assist in regaining compliance with the Minimum Bid Price Requirement.
Apart from the reverse stock split which we have already implemented, we also intend to enhance investor engagement and pursue operational
improvements, subject to board and shareholder approval.
While we are making every effort to address
the listing requirements, there can be no assurance that the Panel will determine that we have achieved compliance with Listing Rule 5550(a)(2)
within the prescribed period or that we will qualify for any additional compliance period that may be available or that we will ultimately
satisfy all applicable Nasdaq listing standards. If our common stock is delisted, it could result in:
• limited availability of market quotations for our securities;
• reduced liquidity for the Company’s securities;
• a determination that the Company’s common stock is a “penny stock” which may impose additional trading restrictions;
• a limited amount of news and analyst coverage; and
• challenges in raising capital or issuing additional securities in the future.
There can also be no assurance that the market price of the
Company’s common stock will maintain the Minimum Bid Price Requirement.
32
The Chinese government exerts substantial
influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese
authorities to list on U.S exchanges, however, if our holding company or subsidiaries were required to obtain approval or filing in the
future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S.
exchange, which would materially affect the interest of the investors.
The Chinese government has exercised and can continue
to exercise substantial control to intervene on virtually every sector of the Chinese economy through regulation and state ownership,
and as a result, it can influence the manner in which we must conduct our business activities and effect material changes in our operations
or the value of the common stock we are registering in this resale. Under the current government leadership, the government of the PRC
has been pursuing reform policies which have adversely affected China-based operating companies whose securities are listed in the U.S.,
with significant policies changes being made from time to time without notice. There are substantial uncertainties regarding the interpretation
and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement
and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or
criminal proceedings. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to
taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions
may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts
on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including
any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions
thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
Given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or become worthless.
Recently, the General Office of the Central Committee
of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal
Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized
the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas
listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to
deal with the risks and incidents of China-concept overseas listed companies. As of the date hereof, we have not received any inquiry,
notice, warning, or sanctions from PRC government authorities in connection with the Opinions.
On June 10, 2021, the Standing Committee of the
National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The
PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces
a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree
of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when
such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security
review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.
In early July 2021, regulatory authorities in
China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese
cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered
that the Company’s app be removed from smartphone app stores. On July 5, 2021, the Chinese cybersecurity regulator launched the
same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and
Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General
Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring
for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise
development, and variable interest entities are banned from this sector.
33
On August 17, 2021, the State Council promulgated
the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September
1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the
Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify
the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.
On August 20, 2021, the SCNPC promulgated the
Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November 2021. As the
first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection
Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric
characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify
individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject
an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.
As such, the Company’s business segments
may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject
to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions.
The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure
to comply. Additionally, the governmental and regulatory interference could significantly limit or completely hinder our ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Furthermore, it is uncertain when and whether
the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such
permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from
any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our
operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or
industry.
On February 17, 2023, the CSRC promulgated Trial
Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”)
and five relevant guidelines, which became effective on March 31, 2023.According to the Overseas Listing Trial Measures, PRC domestic
companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the
filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing
or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions
in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security
as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending
to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes
such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during
the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations
for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there
are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)
that are controlled by the controlling shareholder(s) and/or actual controller.
34
The Overseas Listing Trial Measures also provides
that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed
as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit,
total assets or net assets as documented in its unaudited consolidated financial statements for the most recent fiscal year is accounted
for by domestic companies; and (2) the issuer’s main business activities are conducted in China, or its main place(s) of business
are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens
or have their usual place(s) of residence located in China. Where an issuer submits an application for initial public offering to competent
overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. In addition,
the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through
one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance
with the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC
on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings
and listings.
At a press conference held for these new regulations
(“Press Conference”), officials from the CSRC clarified that the domestic companies that have already been listed overseas
on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”). Existing Issuers are not required
to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of certain subsequent
matters such as follow-on offerings of securities. According to the Overseas Listing Trial Measures and the Press Conference, the existing
domestic companies that have completed overseas offering and listing before March 31, 2023, such as us, shall not be required to perform
filing procedures for the completed overseas securities issuance and listing. However, from the effective date of the regulation, any
of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas markets
shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the relevant
application is submitted to the relevant overseas authorities, respectively. If it is determined that any approval, filing or other administrative
procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure you that we can obtain
the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all. If we fail to fulfill
filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures,
the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000 and RMB10,000,000. Persons-in-charge
and other persons that are directly liable for such failure shall be warned and each imposed a fine from RMB500,000 to RMB5,000,000. Controlling
shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000
and RMB10,000,000.
On February 24, 2023, the CSRC published the Provisions
on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises
(the “Provisions on Confidentiality and Archives Administration”), which came into effect on March 31, 2023. The Provisions
on Confidentiality and Archives Administration requires that, in the process of overseas issuance and listing of securities by domestic
entities, the domestic entities, and securities companies and securities service institutions that provide relevant securities service
shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions, establish and improve
rules on confidentiality and archives administration. Where the domestic entities provide with or publicly disclose documents, materials
or other items related to the state secrets and government work secrets to the relevant securities companies, securities service institutions,
overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments with
the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments at the
same level for record filing. Where there is unclear or controversial whether or not the concerned materials are related to state secrets,
the materials shall be reported to the relevant secrecy administrative departments for determination. However, there remain uncertainties
regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives Administration.
35
As of the date of this report, we and our
PRC subsidiaries have obtain the requisite licenses and permits from the PRC government authorities that are material for the business
operations of our PRC subsidiaries. In addition, as of the date of this report, we and our PRC subsidiaries are not required to
obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve our PRC subsidiaries’ operations
or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory rules.
If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas Listing Regulations or approvals
from other PRC regulatory authorities or other procedures, including the cybersecurity review under the revised Cybersecurity Review Measures,
for our future offshore offerings, it would be uncertain whether we can or how long it will take us to complete such procedures or obtain
such approval and any such approval could be rescinded. Any failure to obtain or delay in completing such procedures or obtaining such
approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject us to sanctions by the CSRC
or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization
for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability
to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our
offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results
of operations, and prospects, as well as the trading price of our common stock. The CSRC or other PRC regulatory authorities also may
take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities
offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery,
they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate
new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for
our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established
to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect
our business, prospects, financial condition, reputation, and the trading price of our common stock.
In addition, on December 28, 2021, the CAC, the
National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures
for Cybersecurity Review, or the Revised Review Measures, which became effective and has replaced the existing Measures for Cybersecurity
Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession
of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based
on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised
Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review
prior to the submission of its listing application with non-PRC securities regulators. Given the recency of the issuance of the Revised
Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect
to their interpretation and implementation. For example, it is unclear whether the requirement of cybersecurity review applies to follow-on
offerings by an “online platform operator” that is in possession of personal data of more than one million users where the
offshore holding company of such operator is already listed overseas. Furthermore, the CAC released the draft of the Regulations on Network
Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas
must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security
review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the draft Regulations
on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required to carry out
an annual data security review and comply with the relevant reporting obligations.
36
Because the majority of our operations are
in mainland China and our auditor has been located in mainland China, a jurisdiction where the U.S. Public Company Accounting Oversight
Board (“PCAOB”) is currently unable to conduct inspections without the approval of Chinese authorities, there have been concerns
regarding oversight of the audits of our financial statements filed with the SEC. If the PCAOB continues to be unable to inspect our audit
firm in the PRC for three consecutive years, the HFCAA requires the SEC to prohibit the trading of our securities on a national securities
exchange, including Nasdaq, or on over-the-counter markets in the United States.
In addition, the U.S. Senate and U.S. House of
Representatives have each passed bills, which, if enacted, would decrease the number of non-inspection years from three consecutive years
to two, thus reducing the time period before our securities may be prohibited from trading on a U.S. securities exchange or delisted from
Nasdaq. The foregoing could adversely affect the market price of our securities and our ability to raise capital effectively.
Auditors of companies that are registered with
the SEC and traded publicly in the United States, including our independent registered public accounting firm, are required to be registered
with the PCAOB and to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and applicable
professional standards. Because our current auditor is located in mainland China, a jurisdiction where the PCAOB is currently unable to
conduct inspections without the approval of Chinese authorities, our auditor is not currently inspected by the PCAOB.
PCAOB inspections of auditors located outside
of mainland China and Hong Kong have at times identified deficiencies in those auditors’ audit procedures and quality control procedures,
which may be addressed as part of the PCAOB’s inspection process to improve future audit quality. The lack of PCAOB inspections
of audit work undertaken in mainland China and Hong Kong prevents the PCAOB from regularly evaluating our auditor’s audits and its
quality control procedures. As a result, investors are deprived of the benefits of PCAOB inspections, which could result in limitations
or restrictions on our access to the U.S. capital markets.
Furthermore, in recent years, the U.S. Congress
and regulatory authorities have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed
companies with significant operations in China. As part of this continued focus on access to audit and other information currently protected
by national law, in particular under Chinese law, the United States enacted the HFCAA in December 2020. The HFCAA requires the SEC to
identify issuers that have filed an annual report with an audit report issued by a registered public accounting firm that is located in
a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a restriction imposed
by a non-U.S. authority in the auditor’s local jurisdiction (a “Commission-Identified Issuer”). Under the HFCAA, if
the SEC conclusively identifies an issuer as a Commission-Identified Issuer for three consecutive years, the SEC is required to prohibit
the trading of the issuer’s securities on a national securities exchange or through any other method that is within the jurisdiction
of the SEC to regulate, including over-the counter markets in the United States. Our securities may be prohibited from trading on the
Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could
result in our securities being delisted.
Furthermore, in June 2021, the U.S. Senate passed
the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”),which, if enacted, would amend the HFCAA and require
the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
for two consecutive years (as opposed to the three years under the HFCAA). In February 2022, the U.S. House of Representatives passed
the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America
COMPETES Act”), which similarly would amend the HFCAA to shorten the number of non-inspection years from three years to two years.
The America COMPETES Act, however, includes a broader range of legislation than the AHFCA Act in response to the U.S. Innovation and Competition
Act passed by the U.S. Senate in 2021. The U.S. House of Representatives and the U.S. Senate will need to agree on amendments to these
respective bills to allow the legislature to pass their amended bills before the President can sign the bill into law. It is unclear if
or when either of these bills will be signed into law.
37
In September 2021, the PCAOB adopted PCAOB Rule
6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining
whether the PCAOB is unable to inspect or investigate completely a registered public accounting firm located in a foreign jurisdiction
because of a position taken by one or more authorities in that jurisdiction for the purposes of the HFCAA. PCAOB Rule 6100 establishes
the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information it will consider
when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations;
and the process by which the PCAOB will reaffirm, modify or vacate any such determinations. In November 2021, the SEC announced that it
had approved Rule6100. In December 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements
int he HFCAA for Commission-Identified Issuers, which became effective on January 10, 2022. In addition, the PCAOB issued a Determination
Report, pursuant to PCAOB Rule 6100, which found that the PCAOB is unable to inspect or investigate completely registered public accounting
firms headquartered in mainland China and Hong Kong because of positions taken by Chinese authorities in those jurisdictions. The SEC
began to identify Commission- Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will
be required to comply with the submission and disclosure requirements in the annual report for each year in which it was so identified.
If an issuer is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the
issuer will be required to comply with the submission or disclosure requirements in its annual report for the fiscal year ended December
31, 2022. If we are identified as a Commission-Identified Issuer that uses an auditor not subject to PCAOB inspection for three consecutive
years, or, if the AHFCAA or the America COMPETES Act is passed, two consecutive years, our securities may be delisted from Nasdaq as a
result. Delisting of our securities would force holders of our securities to sell their securities. Further, we may be prohibited from
listing our securities on another U.S. securities exchange, making our shares harder to trade for the investors, potentially reducing
demand and lowering our share price. The market price of our securities could be adversely affected as a result of anticipated negative
impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations
in mainland China and Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless
of our actual operating performance.
Our auditor, GGF CPA LTD., Certified Public Accountants,
is a China-based accounting firm registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts
regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in the China and
is subject to inspection by the PCAOB on a regular basis. On August 26, 2022, the PCAOB signed the Protocol with the CSRC and the MOF
of the People’s Republic of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong.
The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to
the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation
and the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB announced that it was able to secure complete
access to inspect and investigate PCAOB registered public accounting firms headquartered in China mainland and Hong Kong completely in
2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered
public accounting firms headquartered in China mainland and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily
conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty
and depends on a number of factors out of our, and our auditor’s control. The PCAOB is continuing to demand complete access in China
mainland and Hong Kong moving forward and was already making plans to resume regular inspections in early 2023 and beyond, as well as
to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately
to consider the need to issue new determinations with the HFCAA if needed. Therefore, the PCAOB in the future may determine that it is
unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. Our auditor’s working
papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers
located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections
which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited
under the HFCAA, which would result in the delisting of our securities from the Nasdaq.
38
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During our fiscal quarter ended March 31, 2026, none of our directors
or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement” as those terms are defined in Item 408(a) of Regulation S-K
Item 6. Exhibits
Exhibit No.
Description
31.1
Certification of Chief Executive Officer 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 of Chief Financial Officer 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.
101
The following financial statements from Gulf Resources, Inc.’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 formatted in XBRL (Extensible Business Reporting Language):
(i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Other Comprehensive Income (Loss); (iii) the Consolidated
Statements of Changes in Equity; (iv) the Consolidated Statement of Cash Flows; and, (v) the Notes to Consolidated Financial Statements,
tagged as blocks of text.
104
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GULF RESOURCES, INC.
Dated: August 28, 2026
By:
/s/ Xiaobin Liu
Xiaobin Liu
Chief Executive Officer
(principal executive officer)
Dated: August 28, 2026
By:
/s/ Min Li
Min Li
Chief Financial Officer
(principal financial and accounting officer)
40
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.