What changed in this filing

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Item 9A. Controls and Procedures

2026-09-29 compared with 2026-08-24 · 668 added, 118 removed, 56 unchanged (93% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain “disclosure

controls and procedures”, as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information

required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief

Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well

designed and operated, can provide only reasonable assurance of achieving the desired control objectives and in reaching a reasonable

level of assurance our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

We have carried out an evaluation as required by Rule 13a-15(d) under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation

of our disclosure controls and procedures as of December 31, 2024.

Based upon their evaluation, the Chief Executive Officer and Chief

Financial Officer concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective

with material weakness, which be discussed more in in detail in (b) Management’s Report on Internal Control over Financial Reporting.

The Company’s

management took all necessary steps to make its disclosure controls to be more efficient by, including, not limited to, (i) more

closely monitoring the application of the Company’s comprehensive disclosure policy implementing procedures to strengthen

disclosure controls, (ii) enhancing the identification, analysis and control of risks relevant to accurate and timely disclosure,

and (iii) ensuring more timely transmission of information and communication within the organization during 2024.

Specifically, (i)

the Company held weekly meetings with its business units heads and investor relations officers to identify and discuss information

that may require public disclosure;

(ii) the Company’s management required all business units to report information that may

require public disclosure to the Company’s investor relations officers immediately;

(iii) the Company’s management

consulted with the Company’s outside securities counsel to the extent they deemed necessary;

(iv) the Company’s

management designated the Company’s investor relations officers as disclosure coordinator to perform functions of collecting

information, preparing disclosure, distributing disclosure for review and comment to business units and obtaining comment from each

reviewing person and their confirmation that the portions of such disclosure relevant to such person’s areas of responsibility

were fairly and accurately presented and did not omit any material information required to be disclosed.

(b) Management’s Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal

executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and

fairly reflect the transactions and dispositions of our assets;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures

are being made only in accordance with authorization of our management and directors;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial

reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns

resulting from human failures.

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

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis

by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

four paragraphs below constitute the complete amended Item 9A and may be substituted directly for the corresponding disclosure in the

Original Report.

Evaluation of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed

to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms,and that such information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.In

designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and, in reaching a

reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship

of possible controls and procedures.

have carried out an evaluation, as required by Rule 13a-15(d) under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls

and procedures as of December 31, 2025.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure

controls and procedures were not effective at the reasonable assurance level because the material weaknesses in our internal control

over financial reporting described in Item 9A(b) below had not been remediated as of December 31, 2025.

As described in Item 9A(b), those

material weaknesses relate to (i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex

GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S.

GAAP, (ii) ineffective

oversight of our financial reporting and internal control by those charged with governance, and (iii) inadequate design of internal control

over the preparation of the financial statements being audited.

Those deficiencies affected our ability to accumulate and communicate

information to our management, including our Chief Executive Officer and Chief Financial Officer, on a timely basis so as to permit timely

decisions regarding required disclosure.

Notwithstanding

the conclusion described above, our management believes, based on the procedures described below and the additional procedures we performed

in connection with the preparation of this Amendment, that the consolidated financial statements and other financial information included

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 fairly present, in all material respects, our financial

condition, results of operations and cash flows as of and for the periods presented.

the material weaknesses described above were identified, our management has implemented, and continues to implement, the compensating

measures and remediation actions described in Item 9A(b) below.

These measures are designed to provide additional assurance regarding

the accuracy and completeness of our disclosures while the material weaknesses remain unresolved.

These measures do not, and are not

intended to, constitute a remediation of the material weaknesses, and management does not expect that they will prevent or detect all

errors or all instances of fraud.

Management’s Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under

the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization

of our management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected

on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial

reporting process.

Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

Management is responsible

for establishing and maintaining adequate internal control over financial reporting for the company.

Management has used the framework

set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations

of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting.

Based on that evaluation, management has concluded that the Company's internal control over financial reporting was not effective as of

December 31, 2024, due to the material weakness described below.

In connection with the Company’s

preparation of its financial statements and the restatement (as further described within Note of the “Restatement of Previously

Issued Financial Statements to the consolidated financial statements” appearing elsewhere in this Annual Report on Form 10-K), the

Company identified a material weakness in its internal controls over financial reporting, which failed to prevent or detect the identified

misstatement requiring restatement.

Our management concluded that

a material weakness existed as of December 31, 2024, with respect to the design and operating effectiveness of the Company’s controls

over the accounting for arrangements that contain a lease.

Specifically, the Company did not:

(i) design controls to properly

apply the Company's accounting policy to combine lease and non-lease components in lease arrangements, (ii) operate controls to review

the identification of leases and lease elements and accounting for lease arrangements by individuals with appropriate knowledge and competency,

and (iii) operate controls to review the accounting for leases by individuals with appropriate knowledge and competency to determine the

appropriate lease classification, presentation and commencement date.

This material weakness resulted

in the restatement of the Company’s consolidated financial statements as of and for the year ended December 31, 2024, the material

weakness could result in misstatements to the Company’s accounts and disclosures that would result in a material misstatement of

the annual or interim consolidated financial statements that would not be prevented or detected.

This annual report does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to the Dodd Frank Wall Street Reform and Consumer

Protection Act, which permits us to provide only management’s report in this annual report.

(a) Changes in internal controls

Other than as described in (b)

above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange

Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our

is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the

Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our

internal control over financial reporting.

on that evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as

of December 31, 2025, due to the material weaknesses described below.

preparing our consolidated financial statements for the fiscal year ended December 31, 2025, our management identified material weaknesses

in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight

Board of the United States, and other significant deficiencies.A “material weakness” is a deficiency, or a combination of

deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of

the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

material weaknesses identified are as follows:

(i) insufficient personnel with appropriate levels of accounting knowledge and experience

to address complex U.S.

GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S.

(ii) ineffective oversight of our financial reporting and internal control by those charged with governance;

and (iii) inadequate design

of internal control over the preparation of the financial statements being audited.

material weaknesses remained as of December 31, 2025.

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

may not prevent or detect misstatements, errors or omissions.

of Material Weaknesses.

To remediate the material weaknesses identified above, we have undertaken, and will continue to undertake, steps

to strengthen our internal control over financial reporting, including:

hiring additional qualified resources, including a financial controller equipped with relevant U.S.

GAAP and SEC reporting experience

and qualifications, to strengthen the financial reporting function and to establish a financial and system control framework;

implementing regular and continuous U.S.

GAAP accounting and financial reporting training programs for our accounting and financial reporting

establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure that our

consolidated financial statements and related disclosures are accurate, complete and in compliance with SEC reporting requirements;

engaging external accounting advisors and consultants to review complex and non-recurring transactions on a contemporaneous basis;

establishing an internal audit function and reporting lines directly to the Audit Committee of our Board of Directors;

(vi) enhancing

the Audit Committee’s oversight of the financial reporting process, including a defined review calendar with respect to the financial

statement close process, the review of significant accounting judgments and estimates, and the review of related-party transactions.

these measures had not been fully implemented as of December 31, 2025, and we have concluded that the material weaknesses in our

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

Management will consider the material

weaknesses remediated only when the relevant controls have been designed and implemented, have operated for a period of time

sufficient for management to conclude, through testing, that such controls are operating effectively, and when no additional

material weaknesses or significant deficiencies have been identified in the relevant processes.

We expect the remediation measures

described above to be substantially implemented during the fiscal year ending December 31, 2026, although we can provide no

assurance that these measures will be completed within that period.

The Audit Committee of our Board of Directors has been, and will

continue to be, actively involved in overseeing the implementation of these remediation measures and will receive regular updates on

their status.

Changes in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the fourth fiscal quarter of the fiscal year ended December 31,

2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

Amendment does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

As a smaller reporting company, our management’s report is not subject to attestation by our registered public accounting firm.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

following table sets forth certain information about our executive officers and directors as of the date of this Annual Report.

Position/Title

served as company

Chief Executive Officer and Director

Chief Operating Officer and Director

Financial Officer

Jiang (1)(2)(3)

as a member of the Audit Committee.

as a member of the Compensation Committee.

as a member of the Nominating and Corporate Governance Committee.

Liu , Chairman, Chief Executive Officer and Director – Mr.

Liu has served as Chairman of the Board of Directors of the

Company since November 2023.

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

Liu joined the Company

as Vice President in December 2007.

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

LTD since March, 2021.

He has served as Chairman of Chengdu Philosopher’s Stone Culture Media Co.

LTD since August 2018.

He served as Chairman of China

Shouguang Vegetable Industry Group (Cayman) Inc.

from 2011 to 2017.

He currently serves as a director of China Shouguang Vegetable Industry

Group (Cayman) Inc.

Before he joined the Company, Mr.

Liu served as project manager of Shenzhen Guangshen Accounting Firm from January

2007 to November 2007;

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

the CFO (equivalent

of Vice President) of Dasheng Real Estate Development Company, which is the subsidiary of Saige Dasheng Co., Ltd from May 2002 to November

the CFO of Shenzhen Securities Department of Hainan Saige International Trust Investment Company from May 2000 to August 2004;

and the financial manager of Hainan Wanquanyuan Hot Spring Tourism Development Co., Ltd from 1995 to 2000.

During this time, he also

was the CFO of Qionghai City Guantang Hotspring Leisure Center, the CFO of Qionghai City Wanquanhe Agricultural Development Co., Ltd,

the CFO of Qionghai Wanquanhe Hotspring Tourist Development Property Management Co., Ltd, and the CFO of Qionghai Guantangyuzhuang Resort

Prior to that, Mr.

Liu worked in the financial department of Hainan Jinyuan Industrial Co., Ltd, which is a subsidiary of Chinese

Black Metal Limited Company Northwest Branch from 1992 to 1995, and the financial department of Shanxi Aircraft Manufacturing Company

from 1988 to 1992.

Liu earned a master degree from the Economic and Management School at Hong Kong City University.

Miao, Secretary, Chief Operating Officer and Director – Since January 2006, Mr.

Miao has served as Director and Secretary and,

since July 2009, Chief Operating officer， of the Company and he is in charge of sales, human resource and business management.

From 2005 to 2006, Mr.

Miao served as Vice President of Shouguang City Yuxin Chemical Company Limited as the deputy general manager.

From 1991 to 2005, Mr.

Miao served as a Manager and then Vice President of Shouguang City Commercial

Center Company Limited.

He was the director of Shouguang Business Trade Center since 1986.

He has served as Supervisor of Chengdu Philosopher’s

Stone Culture Media Co.

LTD since August 2018.

Yang, director – Mr.

Yang has served as a director of the Company since November 2023.

Yang has worked at Shouguang Haoyuan

Chemical Co., Ltd.

since 2009 and currently serves as the deputy general manager of Shouguang Haoyuan Chemical Co., Ltd.

a 18% shareholder of Shandong Haoyuan Industrial Group.

Since December 2020, Mr.

Yang has served as the deputy general manager of Shandong

Haoyuan Industrial Group.

Since July 2023, Mr.

Yang has served as the executive director and the managing director for Shouguang City

Yuxin Chemical Company Limited.

Since June 2023, Mr.

Yang has served as the supervisor of Shandong Caiting Lighting Technology Co., Ltd.

Yang holds a Diploma in economic management from Shandong University of Technology.

Liu, Independent Director – Mr.

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

Liu has served as Chief

Financial Officer of Shandong Yijia Agricultural Chemicals Co., Ltd.

Prior to this role, Mr.

Liu served as Director of Business

Department One at Shandong Zhongcheng Certified Public Accountants Co., Ltd.

from 2005 to 2010, and as Chief Accountant at Dongguan Shijie

Town Liuwudong Juji Electromechanical Company from 2001 to 2005.

Liu is a Certified Public Accountant and holds extensive experience

of nearly 30 years in financial management and auditing.

Liu graduated from Dalian University of Technology with a bachelor’s

degree in 2001.

Jiang, Independent Director – Mr.

Jiang has served as a director of the Company since April 2008.

Jiang is Chief of the

Shouguang City Audit Bureau, Shandong Province, has been with the Audit bureau since 1990.

During his career at the Shouguang City Audit

Bureau he has held multiple positions including, Auditing Officer and Audit Section Deputy Chief.

The Shouguang City Audit Bureau is

responsible for the independent audit supervision of the affairs of the government.

From 1987 to 1990 Mr.

Jiang attended Shandong Financial

Wang, Independent Director – Mr.

Yang has served as a director of the Company since November 2023.

Wang has served as the

vice president and the chief financial officer of Central China Headquarters of Anliang Holding Group since April 2018.

International Certified Public accountant, and he holds a national Chief accountant (CFO) qualification certificate.

Wang graduated

from Zhengzhou College of Light Industry majored in financial management in 1988.

Ma , Independent Director – Mr.

Ma has served as a director of the Company since December 2019.

Ma has served as

Department Manager of Shouguang City Urban Construction and Investment Group since March 2012.

Ma holds a Senior Accountant Certificate.

Ma graduated from Central Broadcasting and Television University with bachelor’s degree in accounting in 2004.

Officers and Significant Employees

Li, Chief Financial Officer – was appointed a director of the Company on October 30, 2007 and resigned from the position on

June 22, 2009.

He has served as Chief Financial Officer since December 2006 and as Chief Financial Officer for Shouguang City Haoyuan

Chemical Company Limited.

From 2004 to 2006, Mr.

Li served as Manager of Financial and Asset Management Department for Shouguang City

Yuxin Chemical Company Limited.

>From 2000 to 2004, Mr.

Li served as Manager of the Accounting Department for the Yang Kou Branch

of the China Construction Bank.

From 1998 to 1999, Mr Li worked at China Construction Bank Shandong branch and in 2000 Mr.

at the Yangkou Office as the accounting manager.

Li has a bachelor degree in accounting from Weifang College.

Relationships

are no family relationships among our executive officers, directors and significant employees.

in Certain Legal Proceedings

the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions,

orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person

of our Company during the past ten years.

directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

Directors are elected at the annual meetings to serve for one-year terms.

Officers are elected by, and serve at the discretion of, the

board of directors.

Our board of directors shall hold meetings on at least a quarterly basis.

a Nasdaq listed company, we comply with the NASDAQ Listing Rules with respect to certain corporate governance matters.

As a smaller reporting

company, under the NASDAQ rules we are required to maintain a board of directors comprised of a majority of independent directors, and

an audit committee of at least three members, comprised solely of independent directors who also meet the requirements of Rule 10A-3

under the Securities Exchange Act of 1934.

Board of Directors has determined that Qiang Liu, Shitong Jiang, Dongshan Wang and Shengwei Ma are independent under Rule 5605(a)(2)

of the NASDAQ Listing Rules.

In making this determination, our board of directors considered the relationships that each of these non-employee

directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

As required under applicable NASDAQ rules our independent directors will meet on a regular basis as often as necessary to fulfill their

responsibilities, including at least annually in executive session without the presence of non-independent directors and management.

In addition, under applicable rules and regulations, and as determined by the Board, all of the members of the Audit, Compensation, and

Nominating and Corporate Governance Committees are “independent” directors.

board of directors has established standing committees in connection with the discharge of its responsibilities.

These committees include

an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our board of directors has adopted

written charters for each of these committees.

Copies of the charters are available on our website at www.gulfresourcesinc.com.

of directors may establish other committees as it deems necessary or appropriate from time to time.

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

The Board believes that Mr.

services as both chief executive officer and chairman of the Board is in the best interest of the Company and its shareholders.

possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its industries and businesses

and is thus best positioned to develop agendas that ensure the Board’s time and attention are focused on the most critical matters

relating to the business of the Company.

His combined role enables decisive leadership, ensures clear accountability, and enhances the

Company’s ability to communicate its message and strategy clearly and consistently to the Company’s shareholders, employees

and customers.

Board has not designated a lead director.

Given the limited number of directors comprising the Board, the independent directors call

and plan their executive sessions collaboratively and, between meetings of the Board, communicate with management and one another directly.

Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all

currently participate might detract from rather than enhance performance of their responsibilities as directors.

Chairman of the Board chairs Board and stockholder meetings and participates in preparing their agendas.

The Chairman of the Board also

serves as a focal point for communication between management and the Board between Board meetings, although there is no restriction on

communication between directors and management.

The Company believes that these arrangements afford the directors sufficient resources

to supervise management effectively, without being overly engaged in day-to-day operations.

Board plays an active role, as well as the independent committees, in overseeing the management of the Company’s risks.

regularly reviews reports from members of senior management and committees on areas of material risk to the Company, including operational,

financial, legal, strategic and regulatory risks.

Board of Directors has standing audit, compensation, and nominating committees, comprised solely of independent directors.

Each committee

has a charter, which is available at Company’s website, www.gulfresourcesinc.com.

Audit Committee is responsible for reviewing the results and scope of the audit, and other services provided by our independent auditors,

and reviewing and evaluating our system of internal controls.

Jiang is the Audit Committee Financial Expert as defined in Item 407(d)(5)

of Regulation S-K promulgated under the Securities Act, and the chair of the Audit Committee.

Our Board of Directors has determined that

Shitong Jiang, Qiang Liu and Shengwei Ma are “independent directors” within the meaning of Rule 10A-3 under the Exchange

Act, as determined based upon the criteria for “independence” set forth in the rules of the NASDAQ Stock Market.

Compensation Committee is responsible for (a) reviewing and providing recommendations to the Board of Directors on matters relating to

employee compensation and benefit plans, and (b) assisting the Board in determining the compensation of the Chief Executive Officer and

making recommendations to the Board with respect to the compensation of the Chief Financial Officer, other executive officers of the

Company and independent directors.

Each of Dongshan Wang, Shitong Jiang and Shengwei Ma are members of the Compensation Committee.

Compensation Committee operates under a written charter.

Wang is the Chairman of Compensation Committee.

and Corporate Governance Committee

Board of Directors established a Nominating and Corporate Governance Committee in June 2009.

The purpose of the Nominating and Corporate

Governance Committee is to assist our Board of Directors in identifying qualified individuals to become board members, in determining

the composition of the Board of Directors and in monitoring the process to assess board effectiveness.

Each of Dongshan Wang, Shitong

Jiang and Qiang Liu are members of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee

operates under a written charter.

Jiang is the Chairman of Nominating and Corporate Governance Committee.

Changes to the Procedures by which Security Holders May Recommend Nominees to the Board

do not currently have a procedure by which security holders may recommend nominees to the Board.

Qualifications

Company seeks directors with established strong professional reputations and experience in areas relevant to the strategy and operations

of our businesses.

The Company also seeks directors who possess the qualities of integrity and candor, who have strong analytical skills

and who are willing to engage management and each other in a constructive and collaborative fashion, in addition to the ability and commitment

to devote time and energy to service on the Board and its committees.

We believe that all of our directors meet the foregoing qualifications.

Nominating and Corporate Governance Committee and the Board believe that the leadership skills and other experience of the Board members,

as described below, provide the Company with a range of perspectives and judgment necessary to guide our strategies and monitor their

Liu was appointed as Chief Executive Officer and Director on March 10, 2009, and as Chairman of the Board of Directors of the Company

on November 30, 2023.

Liu has years of experience in capital markets, financial and business management, and strategic planning and

Miao Since January 2006, Mr.

Miao has served as Director, Secretary and Vice President of the Company.

He is in charge of sales,

human resource and business management.

Miao has years of experience in the chemical industry, business operations and management,

and strategic planning and development..

Yang was elected as a director on November 30, 2023.

Yang has been in the chemical industry for more than ten years.

is expected to contribute the Board’s vision for the development of the Company.

Liu was appointed as a Director in September, 2025.

Liu has served as Chief Financial Officer of Shandong Yijia Agricultural

Chemicals Co., Ltd.

Prior to this role.

Liu is a Certified Public Accountant and holds extensive experience of nearly

30 years in financial management and auditing.

Liu graduated from Dalian University of Technology with a bachelor’s degree

Jiang was appointed as a Director on April 23, 2008.

Jiang is Chief of the Shouguang City Audit Bureau, Shandong Province.

has been with the audit bureau since 1990.

Jiang has many years of auditing and management experience with PRC government departments.

Wang was elected as a Director of the Company, and joined the Compensation Committee and the Nominating and Corporate Governance

Committee, on November 30,2023.

Whang has vast experience in management, finance, and accounting related matters.

Ma was appointed as a Director on December 18, 2019.

Ma holds a Senior Accountant Certificate.

Ma has extensive experience

in financial, accounting and management related matters.

Board has adopted a code of ethics applicable to Company’s directors, officers, and employees.

The code of ethics is available

at Company’s website, www.gulfresourcesinc.com.

Trading Policy

have adopted an Insider Trading Policy (the “Insider Trading Policy”), which applies to all directors, officers, employees,

independent contractors, and consultants of the Company and its subsidiaries, as well as certain other persons.

The Insider Trading Policy

is designed to promote compliance with U.S.

federal and state securities laws, rules and regulations and the applicable rules and regulations

of Nasdaq, with respect to the purchase, sale and/or disposition of the Company’s securities.

The Insider Trading Policy addresses

the implementation of certain trading blackout periods in the Company’s securities for Company insiders.

A copy of the Insider

Trading Policy is filed as Exhibit 19 to this 2025 Form 10-K.

Board of Directors and its committees held the following number of meetings during 2025:

our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

a bankruptcy petition filed by or against any business of which such person was a general

partner or executive officer either at the time of the bankruptcy or within two years prior

to that time;

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding

traffic violations and other minor offenses;

subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending

or otherwise limiting his involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities

Futures Trading Commission to have violated a federal or state securities or commodities

law, and the judgment has not been reversed, suspended or vacated;

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended

or vacated, of any self-regulatory organization, any registered entity, or any equivalent

exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

Communications

can mail communications to the Board, c/o CEO, Gulf Resources Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang

City, Shandong Province, 262700, the People’s Republic of China, who will forward the correspondence to each addressee.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires Company’s directors and executive officers and any beneficial owner of more

than 10% of any class of Company equity security to file reports of ownership and changes in ownership with the Securities and Exchange

Commission and furnish copies of the reports to Company.

Executive Compensation

forth below is information regarding the compensation paid during the year ended December 31, 2025 and 2024 to our principal executive

officer and principal financial officer, who are collectively referred to as “named executive officers” elsewhere in this

Annual Report.

YEAR 2025 & 2024 COMPENSATION TABLE

and Principal Position

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

Represents the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards

Board Accounting Standards Codification (FASB ASC) 718 – “Compensation - Stock Compensation.”

as disclosed below under the caption “Compensation of Directors,” we have not paid or accrued any fees to any of our executive

directors for serving as a member of our Board of Directors.

We do not have any retirement, pension, profit sharing or insurance or medical

reimbursement plans covering our officers and directors.

Our executive officers are reimbursed by us for any out- of-pocket expenses

incurred in connection with activities conducted on our behalf.

There is no limit on the amount of these out-of- pocket expenses and

there will be no review of the reasonableness of such expenses by anyone other than our Board of Directors, which includes persons who

may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

or Executive Officers involved in Bankruptcy or Criminal Proceedings

Company did grant shares of our Common Stock to each of our named executive officers, under Company’s 2019 Omnibus Equity Incentive

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

YEAR 2025 GRANTS OF PLAN-BASED AWARDS

Future Payouts

Equity Incentive

Other Stock Awards:

Number of Shares of Stocks or Units

Number of Securities Underlying Options

or Base Price of Option Award($)

Date Fair Value of Stock and Options ($)

following employment agreements were entered into by the Company and the named executive officers:

employment agreement for Xiaobin Liu to serve as Chief Executive Officer of the Company was renewed on June 1, 2022 with a term of three

Xiaobin Liu is also a member of the Board of Directors.

Pursuant to the agreement, Mr.

Liu’s service shall be compensated

in the Company’s shares only under the Company’s equity incentive plan.

employment agreement for Min Li to serve as Chief Financial Officer of the Company was renewed on January 1, 2025 with a term of one

Pursuant to the agreement, Mr.

Li shall receive annual cash compensation equal to approximately $18,500 subject to changes in the

foreign exchange rate and market conditions and be compensated in the Company’s shares under the Company’s equity incentive

employment agreement for Naihui Miao to serve as Chief Operating Officer of the Company was renewed on June 1, 2022 with a term of three

Miao is also a member of the Board of Directors.

Pursuant to the agreement, Mr.

Miao shall receive annual cash compensation

equal to approximately $18,500 subject to changes in the foreign exchange rate and market conditions, and be compensated in the Company’s

shares under the Company’s equity incentive plan.

addition, each of our named executive officers is entitled to participate in any and all benefit plans from time to time, in effect for

employees, along with vacation, sick and holiday pay in accordance with policies established and in effect from time to time.

Exercises and Stock Vested

the employment of the Company’s named executive officers was to be terminated without cause or for good reason or in the event

of change in control, as of December 31, 2025, the following individuals would have been entitled to payments in the amounts set forth

opposite to their name in the below table:

of Erroneously Awarded Compensation

Equity Awards at Fiscal Year-End

following table sets forth, for each named executive officer, information regarding unexercised stock options, unvested stock awards,

and equity incentive plan awards outstanding as of December 31, 2025.

and Practices for Granting Certain Equity Awards

policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities

laws and to maintain the integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and

terms of equity awards to executives and other eligible employees.

timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement

of pre-established performance targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule

for the granting of equity awards;

instead, each grant is considered on a case- by-case basis to align with the Company’s strategic

objectives and to ensure the competitiveness of our compensation packages.

determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information

to ensure that such grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s

procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight

by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that

is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards

of corporate governance and continue to serve the best interests of the Company and its shareholders.

EQUITY AWARDS AT 2025 FISCAL YEAR END

AWARDS STOCK AWARDS

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised

(#) Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised

Exercise Price ($)

Expiration Date

of Shares or Units of Stock That Have Not Vested

Value of Shares or Units of Stock That Have Not

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That

Have Not Vested ($)

Represents the shares of Common Stock granted, which are subject to the Awardee’s continued service with the Company, the shares

of Restricted Stock shall vest immediately, no longer be subject to restrictions and become transferable pursuant to the terms of the

following table sets forth aggregate information with respect to each named executive officer regarding the exercise of stock options,

stock appreciation rights, and similar instruments and the vesting of restricted stock, restricted stock units and similar instruments,

for fiscal year 2025.

YEAR 2025 OPTION EXERCISES AND STOCK VESTED

AWARDS STOCK AWARDS

of Shares Acquired on Exercise (#)

Realized on Exercise ($)

of Shares Acquired on Vesting (#)

Xiaobin Liu, CEO

Naihui Miao, COO

Committee Interlocks and Insider Participation

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

following table sets forth information regarding compensation of each director, excluding our executive directors, Xiaobin Liu and Naihui

Miao, who do not receive compensation in their capacity as executive directors, for fiscal year 2025.

YEAR 2025 DIRECTOR COMPENSATION

Earned or Paid in Cash ($)

Awards ($)(1)

Incentive Plan Compensation ($)

in Pension Value and Nonqualified Deferred Compensation Earnings ($)

Other Compensation ($)

Shitong Jiang

Dongshan Wang

Represents the dollar amount

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

Yang Zou resigned as a director

of the Company in [September 2025].

to the terms of their director agreements, each of our independent directors, receive 1,000 shares of our restricted common stock on

an annual basis.

The grant of restricted common stock is contingent upon the director’s continued service with the Company.

do not pay any cash compensation to the independent directors.

Relationships and Related Transactions

is our policy to not enter any transaction (other than compensation arrangements in the ordinary course) with any director, executive

officer, employee, or principal stockholder or party related to them, unless authorized by a majority of the directors having no interest

in the transaction, upon a favorable recommendation by the Audit Committee (or a majority of its disinterested members).

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding beneficial ownership of Common Stock, as of the date of this annual report,

by each of Company’s directors and executive officers;

all executive officers and directors as a group, and each person known to

Company to own beneficially more than 5% of Company’s Common Stock.

Except as otherwise noted, the persons identified have sole

voting and investment powers with respect to their shares.

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

Common Stock outstanding.

Name of Beneficial

Xiaobin Liu (CEO and Chairman)

Yibo Yang (Director)

Naihui Miao (COO)

Shengwei Ma (Director)

Qiang Liu (Director)

Shitong Jiang (Director)

Dongshan Wang (Director)

All Directors and Executive Officers as a Group

(eight persons)

Shandong Haoyuan Industry Group Ltd.

Less than 1%.

The address of each director and executive officer is c/o Gulf Resources, Inc., Level 11, Vegetable Building, Industrial Park of the

East City, Shouguang City, Shandong Province, 262700, the People’s Republic of China.

Consists of 43,812 shares held by each individual.

Consists of 2,400 shares held by Mr.

Consists of none shares held by Mr.

Consists of 2,600 shares held by Mr.

Consists of 2,300 shares held by Mr.

The address of the shareholder is c/o Gulf Resources, Inc., Level 11, Vegetable Building, Industrial Park of the East City, Shouguang

City, Shandong Province, 262700, the People’s Republic of China.

Chen Yang serves as the General Manager, and owns 82% equity interest,

of Shandong Haoyuan Industry Group Ltd.

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

Wenxiang Yu, the wife of Mr.

Yang, 33,496 shares owned by Mr.

Zhi Yang, Mr.

Yang disclaims beneficial ownership of the shares owned by his wife and son.

Compensation Plan Information

Incentive Stock Plan

December 18, 2019, the Company’s Annual General Meeting adopted and approved the 2019 Omnibus Equity Incentive Plan of Gulf Resources,

(the”2019 Plan”).

Under the 2019 Plan, the Company has reserved a total of 2,068,398 shares of common stock for issuance

as or under awards to be made to the directors, officers, employees and/or consultants of the Company and its subsidiaries.

November 30, 2021, the Company’s Annual General Meeting approved to amend the 2019 Plan to increase the number of shares of common

stock authorized for issuance under the plan by 900,000 shares.

September 9, 2025, the Company’s Annual General Meeting adopted and approved the 2025 Stock Incentive Plan of Gulf Resources, Inc.

(the”2025 Plan”).

As of December 31, 2025, there is 14,000 shares remained for future issuance under the 2019 Plan.

January 9, 2026, the Company registered an additional 103,378 common stocks, par value 0.0005 per share issued under the Company’s

the 2019 Plan, after giving effect of the 10-to-1 reserve stock split as previously announced on Form 8-K filed with SEC on October 22,

2025 and 200,000 common stocks issuable pursuant to the 2025 Plan.

of December 31, 2025, our 2019 Equity Incentive Plan and 2025 Equity Incentive Plan were in effect.

following table provides information as of December 31, 2025 about our equity compensation plans and arrangements.

Plan category

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

Weighted-average

exercise price of outstanding options, warrants and rights

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

Equity compensation plans approved

Equity compensation plans not approved by

Certain Relationships and Related Transactions, Director Independence Certain Relationships and Related Transactions

policy is that a contract or transaction either between the Company and a director, or between a director and another company in which

he is financially interested is not necessarily void or void-able if the relationship or related party transactions are approved or ratified

by the Audit Committee.

following includes a summary of transactions since the beginning of fiscal 2025 or any currently proposed transaction, in which we were

or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and 1% of the average of our total assets

at December 31, 2024 and 2025 and in which any related person had or will have a direct or indirect material interest (other than compensation

described under “Executive Compensation”):

for Approval of Related Party Transactions

Board of Directors is charged with reviewing and approving all potential related party transaction whether or not such transactions exceed

We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on

a case-by-case basis.

Board has determined that Qiang Liu, Shengwei Ma, Shitong Jiang and Dongshan Wang are “independent” under the current independence

standards of Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, LLC and meet the criteria set forth in Rule 10A(m)(3)

under the U.S.

Securities Exchange Act of 1934, as amended.

Principal Accounting Fees and Services Audit Fees

independent public accounting firm is GGF CPA LTD.

, Level 3, Shop 119 No.

20, Jingang Avenue, Nansha District, Guangzhou, Guangdong

, PCAOB Auditor ID 2729.

The aggregate fees billed to the Company by its principal accountant for the last two fiscal years were as follows:

Audit Related Fees

All Other Fees

category consists of fees for the audit of our annual financial statements, review of the financial statements included in our quarterly

reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory

and regulatory filings or engagements for those fiscal years.

category consists of fees for the audit of our annual financial statements, review of the financial statements included in our quarterly

reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory

and regulatory filings or engagements for those fiscal years.

Audit-Related

category consists of services by our independent auditors that are reasonably related to the performance of the audit or review of our

financial statements and are not reported above under Audit Fees.

This category includes accounting consultations on transaction and

proposed transaction related matters.

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

tax fee of $nil and $5,500 relate to tax compliance services rendered in each of the years ended December 31, 2025 and 2024.

are no other fees to disclose.

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

The Audit Committee chair is authorized

to pre-approve specified non- audit services for fees not exceeding specified amounts, if he promptly advises the other Audit Committee

members of such approval.

Exhibits and Financial Statement Schedules.

(a) Financial Statements and Schedules

(1) Financial Statements – The financial statements filed as part of this filing

are listed on the index to the Financial Statements and Supplementary Data, Item 8 of Part II, on page F-1.

(2) Financial Statement Schedules – “Schedule I – Parent Only Financial

Information” filed as part of this filing is listed on the Financial Statements and Supplementary Data, Item 8 of Part II, on pages

All other financial statement schedules have been omitted because they are not applicable, or the information required is

set forth in the Consolidated Financial Statements or related notes thereto.

(b) Exhibit Index

Financial Statements and Schedules

Financial Statements –

The financial statements filed as part of this filing are listed on the index to the Financial Statements and Supplementary Data, Item

8 of Part II, on page F-1.

Financial Statement Schedules

– “Schedule I – Parent Only Financial Information” filed as part of this filing is listed on the Financial

Statements and Supplementary Data, Item 8 of Part II, on pages S-1 and S-2.

All other financial statement schedules have been omitted

because they are not applicable, or the information required is set forth in the Consolidated Financial Statements or related notes

Exhibit Index

Agreement and Plan of Merger dated December 10, 2006, among the Registrant, DFAX Acquisition vehicle, Inc., Upper Class Group Limited and the shareholders of UCG, incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K filed on December 12, 2006.

4 unchanged sentences

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

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

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

14 unchanged sentences

Amendment to Crude Salt Field Acquisition Agreement dated as of June 26, 2024, by and between Shouguang Hengde Salt Industry Co.

Ltd and Shouguang Qingshuibo Farm Co., LTD., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

Ltd and Shouguang Q ingshuibo Farm Co., LTD., incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

Amendment to Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co.

6 unchanged sentences

Ltd and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative, incorporated by reference to Exhibit 10.5 to the Registrant’s current report on Form 8-K, filed on December 19, 2024.

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

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

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

Code of Ethics, incorporated herein by reference to Exhibit 14 to the Registrant’ annual report on Form 10-K filed on March 16, 2009.

1 unchanged sentence

Letter from WWC, P.C., dated April 16, 2024, incorporated by reference to Exhibit 16.1 to the Registrant’s current report on Form 8-K, filed on April 16, 2024.

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

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

List of Subsidiaries, incorporated herein by reference to Exhibit 21.1 to the Registrant’s annual report on Form 10-K filed on March 16, 2018.

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

Power of Attorney (included in the signature page)*

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

3 unchanged sentences

Clawback Policy , incorporated by reference to Exhibit 97.1 to the Registrant’s annual report on Form 10-K, filed on September 27, 2024.

104 Cover Page

Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)*

Cover Page Interactive Data

File (the cover page XBRL tags are embedded within the inline XBRL document)*

Filed herewith.

Pursuant to the requirements of

Section 13 or 15(d) of the Securities and Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned

thereunto duly authorized.

August 24, 2026

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities and Exchange Act, the Company has duly caused this Report to be signed on

its behalf by the undersigned thereunto duly authorized.

September 29, 2026

/s/ Xiaobin Liu

1 unchanged sentence

Chief Financial Officer

Pursuant to the requirements of the

Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities

and on the dates indicated.

to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of

the Company and in the capacities and on the dates indicated.

/s/ Xiaobin Liu

August 24, 2026

Chief Executive Officer and Director

August 24, 2026

/s/ Yibo Yang

September 29, 2026

Chief Executive Officer and

(Principal Executive Officer)

September 29, 2026

Chief Financial Officer

August 24, 2026

(Principal Financial and

Accounting Officer)

/s/ Yibo Yang

September 29, 2026

/s/ Naihui Miao

August 24, 2026

September 29, 2026

/s/ Dongshan Wang

August 24, 2026

September 29, 2026

Dongshan Wang

August 24, 2026

/s/ Qiang Liu

September 29, 2026

/s/ Sheng Wei Ma

August 24, 2026

September 29, 2026

/s/ Shi Tong Jiang

August 24, 2026

September 29, 2026

Shi Tong Jiang

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures