Item 1. Financial Statements
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.
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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.